SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
x
|
Annual
report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
|
For
the fiscal year ended December 31, 2007.
OR
o
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Transition
report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of
1934
|
For
the transition period from
to
Commission
File Number 000-50923
WILSHIRE
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
California
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|
20-0711133
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State
or other jurisdiction of incorporation or organization
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|
I.R.S.
Employer Identification Number
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|
|
|
3200
Wilshire Blvd.
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|
|
Los
Angeles, California
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90010
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Address
of principal executive offices
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Zip
Code
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(213)
387-3200
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Registrant’s
telephone number, including area
code
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Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, no par value
Securities
registered pursuant to Section 12(g) of the Act:
None
______________________
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
o
No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes
x
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
o
Accelerated
filer
x
Non-accelerated
filer
o
(Do
not
check if a smaller reporting company) Smaller reporting company
o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes
o
No
x
The
aggregate market value of the voting common stock held by non-affiliates of
the
registrant as of June 30, 2007 was approximately $211 million (computed
based on the closing sale price of the common stock at $12.18 per share as
of
such date). Shares of common stock held by each officer and director and each
person owning more than ten percent of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of the affiliate status is not necessarily a conclusive determination for other
purposes.
The
number of shares of Common Stock of the registrant outstanding as of February
29, 2008 was 29,257,311.
Documents
Incorporated by Reference
None
Explanatory
Note
Wilshire
Bancorp, Inc. (together with its subsidiaries hereinafter referred to as “the
Company,” “we,” “us,” “our” or “Wilshire Bancorp”) is hereby amending its Annual
Report on Form 10-K for the fiscal
year
ended December 31, 2007 (the “Report”), to include the information required
by Part III Items 10, 11, 12, 13 and 14. Except for Items 10, 11, 12, 13 and
14
of Part III and Item 15 of Part IV, no other information included in the
Report is changed by this Amendment No. 1.
This
Amendment No. 1 to the Report continues to speak as of the date of the
Report, and except as expressly set forth herein we have not updated the
disclosures contained in this Amendment No. 1 to the Report to reflect any
events that occurred at a date subsequent to the filing of the Report. The
filing of this Amendment No. 1 to the Report is not a representation that
any statements contained in items of the Report other than that information
being amended are true or complete as of any date subsequent to the date of
the
Report.
FORM
10-K/A
TABLE
OF CONTENTS
PART
III
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2
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Item
10.
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Directors
and Executive Officers and Corporate Governance
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2
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Item
11.
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Executive
Compensation
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6
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Item
12.
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Security
Ownership of Certain Beneficial Owners, Management and Related Shareholder
Matters
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18
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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19
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Item
14.
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Principal
Accounting Fees and Services
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19
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PART
IV
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21
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Item
15.
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Exhibits,
Financial Statement Schedules
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21
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PART
III
Item
10.
Directors and Executive Officers
and
Corporate Governance
M
anagement
of the Company
The
members of the Board of Directors and the Executive Officers of the Company
are
identified below.
Steven
Koh
.
Mr. Koh,
age 62, is a Class I Director and Chairman of the Board of the Company. Mr.
Koh
has served as a director of Wilshire State Bank (the “Bank”) since 1986, and as
Chairman of the Bank’s Board since 1993. Mr. Koh was appointed as a Director and
Chairman of the Wilshire Bancorp Board upon Wilshire Bancorp’s formation in
December 2003. In addition to his activities at the Bank and Wilshire Bancorp,
Mr. Koh has served as Chairman of Pacific Steel Corporation in Los Angeles
since 1997 and Chairman of the Koh Charitable Foundation since 2005.
Mr. Koh holds a B.S. degree in Business Administration from and was awarded
an honorary doctorial degree in Business Administration in 2006 by Yonsei
University.
Gapsu
Kim
.
Mr. Kim,
age 52, is a Class I Director of the Company. Mr. Kim has been a member of
the
Bank Board of Directors since March 2004, and was appointed to the Wilshire
Bancorp Board as a Class I Director in connection with the holding company
reorganization in August 2004. Mr. Kim has served as the Chairman of
Illisis Inc., an intelligent video surveillance design and manufacturer, since
2006. Previously, he served as the Chief Executive Officer of Investrade
Industries Corporation, an export and general trading company, from 1999 to
2006. Mr. Kim holds a B.A. degree from Yonsei University.
Lawrence
Jeon
.
Mr.
Jeon, age 41, is a Class I Director of the Company. Mr. Jeon was appointed
as a
member of the Bank Board of Directors and the Wilshire Bancorp Board as a Class
I Director in December 2007. Mr. Jeon is a Certified Public Accountant and
Partner/Owner of Lawrence Jeon & Company, a consulting firm that specializes
in tax savings plans, audit services and financial planning. Jeon holds a B.A.
degree in Economics and Business from the University of California at Los
Angeles and M.S. in Taxation from Golden Gate University.
Fred
Mautner
.
Mr.
Mautner, age 78, is a Class I Director of the Company. Mr. Mautner has served
as
a member of the Bank Board of Directors since 1981, and was appointed a Class
I
Director of Wilshire Bancorp in connection with the holding company
reorganization in August 2004. Formerly, Mr. Mautner practiced as a
Certified Public Accountant. Mr. Mautner holds a B.S. degree in Finance and
a J.D. from the University of California at Los Angeles.
Mel
Elliot
.
Mr.
Elliot, age 82, is a Class II Director of the Company. Mr. Elliot has served
as
a member of the Bank Board of Directors since 1981, and was appointed a Class
II
Director of Wilshire Bancorp in connection with the holding company
reorganization in August 2004. In 2004, Mr. Elliot founded Elliot
Manhattan, LLC, a real estate development company of which he is the sole owner.
Mr. Elliot is a graduate of the Bentley School of Accounting and Finance in
Boston, Massachusetts.
Richard
Lim
.
Mr. Lim,
age 75, is a Class II Director of the Company. Mr. Lim has served as a member
of
the Bank Board of Directors since 1981, and was appointed a Class II Director
of
Wilshire Bancorp in connection with the holding company reorganization in August
2004. Mr. Lim has been the owner and manager of High Society Tailor since
1968. Mr. Lim took business courses at Pacific State University for two
years.
Harry
Siafaris
.
Mr.
Siafaris, age 75, is a Class II Director of the Company. Mr. Siafaris has served
as a member of the Bank Board of Directors since 1980, and was appointed a
Class
II Director of Wilshire Bancorp in connection with the holding company
reorganization in August 2004. Mr. Siafaris has owned and operated Astro
Restaurant since 1981 and Jan’s Restaurant since 1984. Mr. Siafaris is also a
real estate investor.
Kyu-Hyun
Kim
.
Mr. Kim,
age 73, is a Class III Director of the Company. Mr. Kim has served as a member
of the Bank Board of Directors since 1994, and was appointed a Class III
Director of Wilshire Bancorp in connection with the holding company
reorganization in August 2004. Mr. Kim formerly served as President and
Chief Executive Officer of KEI Trading Co, Inc. Mr. Kim holds a B.A.
degree from the Seoul National University College of Law.
Young
Hi Pak
.
Ms. Pak,
age 59, is a Class III Director of the Company. Ms. Pak has served as a member
of the Bank Board of Directors since 1994, and was appointed as a Class III
Director of Wilshire Bancorp in connection with the holding company
reorganization in August 2004. Ms. Pak has served as Vice President and
Controller of Eden Marketing Corporation, an import/export company, since 1982,
and Vice President of Eden Restaurant Supply since 2002. Ms. Pak holds a
B.S. degree from Young-Nam University.
Joanne
Kim
.
Ms. Kim,
age 53, is a Class III Director and President and Chief Executive Officer of
the
Company. Ms. Kim was appointed Senior Vice President and Chief Lending Officer
of the Bank since August 1999, and was promoted to Executive Vice President
of Wilshire Bancorp in March 2005. Ms. Kim was appointed Interim President
and
Chief Executive Officer in January, 2008 and was promoted to permanent President
and Chief Executive Officer and appointed as a Class III director, effective
April 1, 2008. Previously, she served as Senior Vice President and Branch
Manager of Hanmi Bank from 1995 until 1999. Ms. Kim holds a B.A. degree
from Korea University.
Sung
Soo Han
.
Mr. Han,
age 50, serves as Chief Lending Officer of the bank and Executive Vice President
for the Company. Mr. Han has been Senior Vice President and Manager of the
Bank
SBA Department since May 2000, and was promoted to Executive Vice President
of
the Bank in March 2005. Mr. Han was appointed as Executive Vice President of
Wilshire Bancorp in January 2006. Previously, he served as Senior Vice President
and SBA Department Manager of Hanmi Bank from 1991 until 2000. Mr. Han
holds a B.A. degree from Yonsei University.
Alex
Ko
.
Mr. Ko,
age 41, serves as Chief Financial Officer and Senior Vice President for the
Company. Mr. Ko was appointed Senior Vice President and Chief Financial Officer
of Wilshire Bancorp effective April 7, 2008. Mr. Ko, a Certified Public
Accountant, has been in Financial Services Practice for the past 12
years with KPMG in Los Angeles, California. Mr. Ko holds a Master degree in
Accounting from the University of Southern California.
Elaine
Jeon
.
Ms.
Jeon, age 47, serves as Deputy Chief Financial Officer and Controller, and
Senior Vice President for the Company. Ms. Jeon has been Senior or First Vice
President and Controller of the Bank since April 2004, and was appointed as
Senior Vice President and Interim Chief Financial Officer in November, 2007.
Effective April 7, 2008, Ms. Jeon was promoted to Deputy Chief Financial
Officer and Controller. Previously, Ms. Jeon served the Company as Vice
President or First Vice President and Accounting Manager from October, 1999
through her promotion to Controller in April 2004. Ms. Jeon holds a B.A. degree
from California State University with a major in Accounting in 1989 and passed
the California CPA exam in 1997.
Term
and Election of Directors
The
Board
of Directors has set the size of our board at 12 directors. Our articles of
incorporation provide that the terms of office of the members of our Board
of
Directors be divided into three classes, Class I, Class II and Class III, the
members of which serve for a staggered three-year term. The terms of the current
Class I, Class II and Class III directors are set to expire at the Annual
Meeting of Shareholders in 2008, 2009 and 2010, respectively. Four, three,
and
three directors currently serve in Class I, II, and III, respectively, meaning
that there is currently a vacancy in both of Classes II and III.
The
Board
of Directors, along with the assistance of the Nominating and Corporate
Governance Committee, has considered, and continues to consider, whether to
fill
the current vacancies on the Board. At this time, the Board of Directors has
determined not to fill such vacancies. In the event such appointment is made,
however, the newly appointed director will be elected by the Board to serve
until the class to which he or she has been appointed is next up for re-election
by our shareholders.
There
are
no arrangements between Wilshire Bancorp and any person pursuant to which such
person has been elected as a director. There are no family relationships among
any of the Company’s directors or executive officers.
Since
the
filing of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, there have been no material changes to the procedures by
which shareholders of the Company may recommend nominees to our Board of
Directors.
Board
Committees Composition
The
Board
of Directors has established the following committees: Audit, Nominations and
Corporate Governance, and Human Resources. Each of our directors also serves
on
the Board of the Bank.
The
membership during 2007 and the function of each of the committees are described
below. Our Board of Directors generally meets in conjunction with the monthly
meetings of the Board of Directors of the Bank. During the fiscal year 2007,
our
Board held fourteen meetings and the Bank Board held eighteen meetings. Each
director attended at least 75% of the total of all Board and applicable
committee meetings. Directors are encouraged to attend annual meetings of our
shareholders, although we have no formal policy on director attendance at annual
shareholders’ meetings. All directors attended the last annual meeting of our
shareholders.
Audit
Committee
Our
Board
of Directors has established an Audit Committee to assist the Board in
fulfilling its responsibilities for general oversight of the integrity of our
consolidated financial statements, compliance with legal and regulatory
requirements, the independent auditors’ qualifications and independence, the
performance of independent auditors and our internal audit function, and risk
assessment and risk management. The duties of the Audit Committee
include:
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·
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appointing,
evaluating and determining the compensation of our independent
auditors;
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·
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reviewing
and approving the scope of the annual audit, the audit fee and the
financial statements;
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reviewing
disclosure controls and procedures, internal control over financial
reporting, the internal audit function and corporate policies with
respect
to financial information;
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·
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reviewing
other risks that may have a significant impact on our financial
statements;
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·
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preparing
the Audit Committee report for inclusion in the annual proxy
statement;
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·
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establishing
procedures for the receipt, retention and treatment of complaints
regarding accounting and auditing
matters;
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·
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evaluating
annually the Audit Committee
charter.
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The
Audit
Committee works closely with management as well as our independent auditors.
The
Audit Committee has the authority to obtain advice and assistance from, and
receive appropriate funding from us for, outside legal, accounting or other
advisors as the Audit Committee deems necessary to carry out its
duties.
Our
Board
of Directors has adopted a written charter for the Audit Committee meeting
applicable standards of the SEC and NASDAQ. The members of the Audit Committee
are Kyu-Hyun Kim, Fred Mautner, and Lawrence Jeon. Mr. Mautner serves as
Chairman of the Audit Committee. The Audit Committee meets regularly and held
eleven meetings during fiscal year 2007.
The
Board
of Directors has determined that each of the members of the Audit Committee
satisfies the independence and other composition requirements of the SEC and
NASDAQ. Our Board has determined that Mr. Mautner qualifies as an “audit
committee financial expert” under Item 407(d)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the “Securities Act”), and has the requisite
accounting or related financial expertise required by applicable NASDAQ rules.
Mr. Mautner formerly practiced as a Certified Public Accountant.
A
copy of
our Audit Committee charter can be found on our Internet website (
www.wilshirebank.com
)
under
the Investor Relations page.
Human
Resources Committee
Our
Human
Resources Committee makes recommendations to our Board
relating
to compensation of our Chief Executive Officer and other executive officers,
approves an annual report on executive compensation for inclusion in our annual
proxy statement, and provides general oversight of compensation structure.
Other
specific duties and responsibilities of the Human Resources Committee
include:
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·
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reviewing
and approving objectives relevant to executive officer
compensation;
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·
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evaluating
performance and determining the compensation of our executive officers
in
accordance with those objectives;
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·
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reviewing
employment agreements for executive officers and making recommendations
to
the Board of Directors concerning such employment agreements;
and
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·
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evaluating
human resources and compensation
strategies.
|
Our
Board
of Directors has not adopted a written charter for our Human Resources
Committee. The Human Resources Committee is composed of six directors, Harry
Siafaris, Young Hi Pak, Steven Koh, Gapsu Kim, Kyu-Hyun Kim, and Richard Lim,
each of whom the Board has determined is independent under applicable rules
and
regulations of the SEC, NASDAQ and the Internal Revenue Service. Mr. Siafaris
serves as the Committee’s Chairman. The Human Resources Committee held five
meetings during the fiscal year 2007.
Nominations
and Corporate Governance Committee
Our
Board
has established a Nominations and Corporate Governance Committee for the purpose
of reviewing all Board-recommended and shareholder-recommended nominees,
determining each nominee’s qualifications and making a recommendation to the
full Board as to which persons should be our Board’s nominees. Our Board has
adopted a written charter for the Nominations and Corporate Governance
Committee, a copy of which is posted on our website (
www.wilshirebank.com
)
under
the Investor Relations page. This Committee is composed of five directors,
Kyu-Hyun Kim, Fred Mautner, Steven Koh, Harry Siafaris, and Richard Lim, each
of
whom the Board has determined is independent under the NASDAQ rules. Mr. Kim
serves as the Committee’s Chairman. The Nominations and Corporate Governance
Committee held two meetings during the fiscal year 2007. The duties and
responsibilities of the Nominations and Corporate Governance Committee
include:
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·
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identifying
and recommending to our Board individuals qualified to become members
of
our Board and to fill vacant Board
positions;
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·
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recommending
to our Board the director nominees for the next annual meeting of
shareholders;
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·
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recommending
to our Board director committee
assignments;
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·
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recommending
to the Board the compensation for our directors;
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·
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reviewing
and evaluating succession planning for our Chief Executive Officer
and
other executive officers;
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·
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monitoring
the continuing education program for our directors;
and
|
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·
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evaluating
annually the Nominations and Corporate Governance Committee
charter.
|
Our
Board
of Directors believes that it is necessary that the majority of our Board of
Directors be comprised of independent directors and that it is desirable to
have
at least one audit committee financial expert serving on the Audit Committee.
The Nominations and Corporate Governance Committee considers these requirements
when recommending Board nominees. Our Nominations and Corporate Governance
Committee utilizes a variety of methods for identifying and evaluating nominees
for director. Our Nominations and Corporate Governance Committee will regularly
assess the appropriate size of the Board, and whether any vacancies on the
Board
are expected due to retirement or other circumstances. When considering
potential director candidates, the Nominations and Corporate Governance
Committee also considers the candidate’s character, judgment, age, skills,
including financial literacy, and experience in the context of our needs, the
needs of Wilshire Bancorp and the existing directors. While the Nominations
and
Corporate Governance Committee has the authority to do so, we have not, as
of
the date of this Amendment No. 1 to the Report, paid any third party to assist
in identifying and evaluating Board nominees.
Corporate
Governance Principles and
Code
of Ethics
We
are
committed to having sound corporate governance principles, both at the holding
company level and at Wilshire State Bank. Such principles are essential to
running our business efficiently and to maintaining our integrity in the
marketplace. We have adopted a set of Corporate Governance Guidelines that
embodies these principles. Wilshire Bancorp and the Bank have also adopted
a
Personal and Business Code of Conduct that applies to all officers, directors,
employees and consultants, in accordance with the applicable NASDAQ rules.
In
addition, our Chief Executive Officer and all senior financial officers,
including the Chief Financial Officer, are bound by a separate Code of
Professional Conduct for the Chief Executive Officer and Senior Financial
Officers that complies with Item 406 of Regulation S-K of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”),
and with the applicable NASDAQ rules. Our Corporate Governance Guidelines,
Personal and Business Code of Conduct, and Code of Professional Conduct for
the
Chief Executive Officer and Senior Financial Officers are posted on our Internet
website (
www.wilshirebank.com
)
under
the Investor Relations page.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who own more than 10% of a registered class of the Company’s equity
securities (the “10% Shareholders”), to file reports of ownership and changes of
ownership with the Securities and Exchange Commission. Officers, directors
and
10% Shareholders of the Company are required by the Securities and Exchange
Commission regulation to furnish the Company with copies of all Section 16(a)
forms so filed.
Based
solely on our review of copies of such forms received, the Company believes
that, during the last fiscal year, all filing requirements under Section 16(a)
applicable to its officers, directors and 10% shareholders were timely met,
except that between February 2, 2007 and February 14, 2007, Mr. Fred
Mautner, a director of the Company, engaged in nine sale transactions that
were
not timely reported on a Form 4. These changes in beneficial ownership for
Mr. Mautner were reported in a Form 5 filing on January 24,
2008.
Item
11.
Executive Compensation
Compensation
Discussion & Analysis
The
HR
Committee of our Board of Directors oversees our compensation programs. Our
compensation programs include programs designed specifically for the Company’s
executive officers who are named in the Summary Compensation Table appearing
later in this Amendment No. 1 to the Report (collectively referred to as the
“Named Executive Officers”). In this Compensation Discussion and Analysis
section of the Amendment No. 1 to the Report, the terms “we,” “our,” “us,” refer
to the Company and, when the context requires, to such executive
officers.
The
Board
of Directors established the HR Committee to, among other things, review and
recommend the compensation levels of Named Executive Officers, evaluate the
performance of Named Executive Officers and consider senior management
succession issues and related matters of the Company.
In
accordance with the Marketplace Rules of the NASDAQ Stock Market, Inc., the
HR
Committee is composed entirely of independent, non-management members of the
Board of Directors. No HR Committee member participates in any of the Company’s
employee compensation programs and none of the HR Committee members have any
material business relationships with the Company.
Executive
Officer Compensation Program
C
ompensation
Program Philosophy
The
Company’s practice has generally been not to provide employment contracts to any
of its executive officers. However, in an exception to this practice, the
Company has typically provided an employment agreement for the President and
CEO
of the Company, including Mr. Min until his retirement in December 2007 and
Ms.
Kim upon her appointment as permanent President and CEO in March 2008. The
terms
of these employment agreements are discussed later in this Amendment No. 1
to
the Report. Additional or other employment contracts would be considered by
the
HR Committee and the Board of Directors only when they were considered necessary
and beneficial to the Company.
The
Company’s compensation philosophy is to attempt to directly link executive
compensation to continuous improvements in corporate performance, achievement
of
specific operation, financial and strategic objectives, and increases in
shareholder value. The HR Committee reviews
the
compensation packages of the Named Executive Officers, taking into account
factors which it considers relevant, such as business conditions within and
outside the industry, the Company’s financial performance, the market
composition for executives of similar background and experience, and the
performance of the executive officer under consideration.
Compensation
Program Objectives and Rewards
The
primary goal o
f
the
Company’s compensation program is to attract, motivate, and retain executives
capable of leading the Company in achieving its business objectives.
Our
HR
Committee and Board of Directors believes that compensation should:
|
·
|
to
the extent of incentive or bonus compensation, relate to the value
created
for shareholders by being tied to the financial performance and condition
of the Company and each executive officer’s contribution
thereto;
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·
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reward
individuals who help the Company achieve its short-term and long-term
objectives and thereby contribute significantly to the success of
Company;
|
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·
|
help
to attract and retain the most qualified individuals available by
being
competitive in terms of compensation paid to persons having similar
responsibilities and duties in other companies in the same and
closely-related industries; and
|
|
·
|
reflect
the qualifications, skills, experience and responsibilities of each
executive officer.
|
The
Company uses a compensation framework with multiple payment components to
balance various short-term and long-term objectives. We believe the framework
rewards our executive officers for favorable financial performance of the
Company over the longer term, while also recognizing that our executive officers
have shorter term needs to maintain a reasonable lifestyle. For example, the
HR
Committee views base salary and perquisites as a means to provide some degree
of
security to each executive at the base threshold level of compensation, to
provide such executives with a reasonable standard of living and a base wage
at
a level comparable to our peers, and to encourage the executives’ day to day
productivity. On the other hand, the HR Committee views annual cash incentives
as motivation for our executives to focus on the Company’s annual goals; and it
views longer term incentives such as equity awards, including stock option
grants, as a means to motivate our executives to focus on longer term strategic
goals that will drive value for all the Company’s shareholders and, accordingly,
also reward the executives for helping the Company achieve these longer term
strategic goals.
Compensation
Program Oversight and Implementation
The
HR
Committee, which is composed of ten independent directors, is responsible for
performing compensation committee functions, as provided under the rules of
the
SEC and NASDAQ, including the review and recommendation to the Board of
Directors of the compensation of the Named Executive Officers.
The
HR
Committee exercises independent discretion in respect of executive compensation
matters, subject to review and approval of their recommendations on such matters
by the Board of Directors.
To
carry
out the compensation program process, the HR Committee meets once at the
beginning of the fiscal year to determine the salary for each Named Executive
Officer. Salary is predominantly based upon the Named Executive Officer’s
salaries in previous years. However, the HR Committee also considers several
other factors when determining salary and other compensation for the Named
Executive Officers.
Some
of
those factors are: (a) leadership; (b) performance compared to the financial
and
strategic goals for each Named Executive Officer; (c) nature, scope and level
of
responsibilities; and (d) contribution to the Company’s financial results in
previous periods. And, with respect our President and CEO, the HR Committee
has
also of course considered the terms of any employment agreement governing the
base salary for these positions.
Because
the HR Committee has not formally or historically applied any specific weighting
to the various factors considered, the HR Committee ultimately uses its own
judgment and expertise in determining appropriate base salary levels that meet
the Company’s overall objectives. The HR Committee then compares its initial
view with information it has gathered on comparable executives in the Peer
Group
(discussed below) and makes any adjustments it believes are necessary to reflect
changing market conditions that are witnessed in the Peer Group.
Throughout
the course of the year, the HR Committee may meet several additional times
to
re-evaluate an individual’s performance and the Company’s performance. Although
adjustments may be made for one or more individuals with respect to any
component of compensation, including salary, the HR Committee has not typically
adjusted salaries during these considerations; rather, the HR Committee has
typically considered at these meetings payment of short-term incentive awards
in
the form of bonus payments. A portion of incentive bonuses are paid to all
employees in the summer and the winter except CEO. They are based on an
individual’s contribution to the financial performance of the
Company.
In
the
spring of ea
c
h
year,
the HR Committee meets and reviews the overall performance of the Company and
each Named Executive Officer for the previous fiscal year, in order to determine
whether payment to the Named Executive Officers of an annual bonus is
appropriate. In making its determination, the HR Committee is mindful of the
fact that the annual bonus of the President and CEO is typically set as part
of
his or her employment agreement. With respect to each of the Company’s other
Named Executive Officers, any such annual bonus is wholly discretionary based
upon such review of the Company’s and the individual’s performance by the HR
Committee. At this same time, the HR Committee generally also determines whether
the Named Executive Officers and other key officers will receive stock option
grants, or other equity grants, which the HR Committee believes will link the
achievement of longer term strategic and financial goals for the Company, as
well as longer term individual performance, resulting in greater value for
all
the Company’s shareholders.
Review
of Named Executive Officers Performance
At
its
first meeting in each fiscal year, annual reviews of the Named Executive
Officers are presented to the HR Committee by our CEO for its consideration.
The
HR Committee takes into account these annual reviews, as well as other
information its deems relevant (including generally the Peer Group and Industry
data analyses detailed below) in making recommendations to the Board of
Directors regarding each Named Executive Officer’s compensation.
Our
Board of Directors
makes
all
final compensation decisions for Named Executive Officers, including salary
and
bonus payments, as well as stock option grants. Ms. Joanne Kim, who is a
director and also our CEO, abstains from discussion and voting on stock option
grants and also on matters relating to her own compensation package. With
respect to each decision by the Board of Directors regarding compensation of
the
Named Executive Officers discussed in this
Amendment
No. 1 to the Report
,
unless
noted otherwise herein, the Board of Directors determined to accept the
recommendations of the HR Committee with respect to such matters.
Role
of Named Executive Officers in Compensation Decisions
The
HR
Committee works with each Named Executive Officer to review each element of
his
or her compensation. In each case, several factors, such as the scope of
responsibilities and experience, are taken into account and balanced against
the
HR Committee’s view of competitive salary levels. The HR Committee also reviews
the CEO’s annual performance evaluation of each Named Executive Officer,
including each executive’s contribution and performance over the past year,
strengths, weaknesses, development plans and succession plans. Although the
CEO
and other Named Executive Officers participate in discussions with the HR
Committee regarding their respective compensation, all deliberations by and
voting on recommendations from the HR Committee with respect to the compensation
of the CEO are done outside the presence of the CEO
Peer
Group and Compensation Targets
In
order
to ensure the Company’s overall compensation program for our Named Executive
Officers is competitive, the HR Committee reviews the compensation programs
of
three financial services organizations that are viewed by the HR Committee
as
directly competing banks (the “Peer Group”), as well as those of the banking
industry published by the California Department of Financial Institutions and
California Bankers Association (the “Industry” data). The Peer Group is used to
guide executive compensation levels against community banks that have executive
positions with responsibilities similar in scope and have the business network
that compete with the Company for executive talent.
Below
is
a table showing the comparable financial institutions in the Peer Group. The
Peer Group includes three direct competitors which are publicly-traded community
bank holding companies located in the same metropolitan areas as the Company:
Hanmi Financial Corporation, Nara Bancorp., and Center Financial Corporation.
In
order to remain consistent from year to year, we expect that the HR Committee
will use this type of Peer Group analysis as part of our annual marketplace
study. On the other hand, because some of the specific financial institutions
included in the Peer Group may change their size, relevance or other pertinent
factors, the Peer Group could include new or different companies in the future.
On a broader scale, the Industry data includes data published by the California
Department of Financial Institutions, by the California Bankers Association
and
by Carpenters and Company, and is based on a large pool of financial
institutions operating within the State of California. The Peer Group maintains
branch network in areas with large number ethnic minority groups such as Los
Angeles, New York, Chicago and Dallas metropolitan areas. The HR Committee
reviews the data of the Peer Group and the Industry in general (collectively
referred to as the “Survey Data”) in order to gauge whether it believes that the
overall compensation of the Named Executive Officers is competitive. While
the
Industry data is generally considered relevant by the HR Committee to its
recommendation process, the HR Committee considers the Peer Group data to be
the
most relevant comparative data in its recommendation process. The following
table outlines some key attributes of our Peer Group.
|
|
Peer Group Table
(1)
(in thousand)
|
|
|
|
Revenues($)
|
|
Net Income($)
|
|
Total Assets($)
|
|
Market Cap($)
|
|
Return on Average Equity
(2)
|
|
Wilshire
|
|
|
103,934
|
|
|
26,806
|
|
|
2,196,705
|
|
|
229,638
|
|
|
16.33
|
%
|
Hanmi
|
|
|
192,209
|
|
|
(60,520
|
)
|
|
3,983,746
|
|
|
395,321
|
|
|
-12.28
|
%
|
Nara
|
|
|
119,778
|
|
|
33,199
|
|
|
2,423,410
|
|
|
305,680
|
|
|
16.21
|
%
|
Center
|
|
|
91,118
|
|
|
21,943
|
|
|
2,080,663
|
|
|
201,639
|
|
|
14.33
|
%
|
|
(1)
|
All
financial information in the table above is as of December 31,
2007.
|
|
(2)
|
Return
on Average Equity, or ROAE, is calculated by dividing 2007 net income
for
each company by 2007 average equity for each company. Source of
information for Hanmi, Nara and Center is from the annual report
of each
bank.
|
Compensation
Program Elements for 2007
For
2007,
the HR Committee determined that the overall compensation program for the Named
Executive Officers, including the benefits program, should consist of the
following: (a) base salaries; (b) short-term and annual incentive bonus
payments; (c) long-term incentive compensation through stock options grants;
and
(d) health, welfare, and survivor income benefits.
Base
Salaries
In
2007,
the HR Committee met twice to discuss, deliberate and vote on recommendations
for the salaries of the Named Executive Officers. Mr. Min’s salary was kept at
$250,000 based on his then-existing employment agreement, which was renegotiated
in 2006, and a review of the Survey Data that indicated that such salary was
competitive with those institutions in the Survey Data. Likewise, the HR
Committee determined that the salaries of the NEOs were competitive with the
peer banks’ Survey Data. The HR Committee also met to discuss the salary level
of Ms. Kim when she was promoted to interim Chief Executive Officer and
President, upon the retirement of Mr. Min effective December 31, 2007, and
of Ms. Jeon when she was promoted to interim Chief Financial Officer upon
the resignation of Mr. Cho effective November 30, 2007. In each case, the
HR Committee determined to recommend to the Board of Directors that their
current salaries remain the same until the search for a permanent Chief
Executive Officer and permanent Chief Financial Officer had concluded. At
the conclusion of search, when Ms. Kim was named as our permanent President
and
Chief Executive Officer, the HR Committee met and decided that her salary
should be increased to $260,000, $270,000, and $280,000, for the upcoming 3
years.
When
considering the base salary of the Named Executive Officers, in addition to
the
Survey Data, the following factors, among others, were considered for 2007:
(a)
meet earnings per share and profit after tax goals; (b) increase in Loan and
Deposit portfolios; (c) development of expansion strategy to the East Coast
and
successful implementation of the strategy; (d) successful management of
personnel; and (e) successful completion of the financial audit and regulatory
examinations.
Incentive
Bonus Payments
The
Company typically pays two types of incentive bonus payments to the Named
Executive Officers, each of which is generally discretionary in nature. The
first is the short-term bonus, which is part of an overall Summer and Winter
bonus pool (discussed earlier) recommended to be set aside for all employees.
The second is a longer term, annual bonus paid in the early part of the
following fiscal year, based on the annual performance of the Company and the
individual performance of the individual Named Executive Officer. The payment
and amount of these two bonuses is wholly discretionary in nature, except to
the
extent the annual bonus of the President and CEO is governed by the terms of
his
or her employment agreement. In early 2008, the HR Committee recommended that
the Company pay $6,125, $5,542, and $4,229 in annual incentive bonus payments
for the then-exiting Named Executive Officers based on the 2007 performances
of
Ms. Kim, Mr. Han, and Ms. Jeon, respectively. Additionally, Ms. Kim, Mr. Han
and
Ms. Jeon received $16,000, $28,000, and $18,813 in bonus payments paid as part
of the general summer and winter bonuses of 2007. Mr. Cho was not eligible
to
receive an annual bonus payment due to his resignation. And our former Chief
Executive Officer, Mr. Min, received a bonus for 2007 of $250,000 pursuant
to
his employment agreement based on the attainment of certain pre-tax earnings
for
the fiscal year ended December 31, 2007.
Long-term
Incentive Through Equity Grants
The
grant
of equity incentives to Named Executive Officers, employees, and directors
has
generally been made under the Company’s 1997 Stock Option Plan (the “1997
Plan”), which expired by its terms during 2007. From time to time, HR Committee
makes recommendations to the full Board of Directors concerning stock option
grants to Named Executive Officers and employees.
Each
stock option permits the Named Executive Officer, generally for a period of
five
to ten years, to purchase one share of Company stock from the Company at the
exercise price, which is the closing price of the Company stock on the date
of
grant. Stock options have value only to the extent the price of the Company
stock on the date of exercise exceeds the exercise price. Because the 1997
Plan
expired in 2007, no stock options were granted to Named Executive Officers
or
directors of the Company during 2007.
However,
the Company considers a stock incentive plan, which may include stock options
and restricted stock as possible awards thereunder, to be a vital element of
our
drive to identify, develop and motivate the high-potential leaders who will
sustain the Company’s performance. The HR Committee has historically viewed
option grants as an important factor in helping align the interests of
management, including the NEOs, with the shareholders of the Company, since
management will generally only recognize value from the awards of stock options
if and when the value of the Company’s common stock appreciates. The Board of
Directors expects a new stock incentive plan to be adopted and submitted to
shareholders for approval at the upcoming annual shareholder
meeting.
Health
and Welfare Benefits
The
Company offers a variety of health and welfare programs to all eligible
employees. The Named Executive Officers generally are eligible for the same
benefit programs on the same basis as the rest of the broad-based employees.
The
health and welfare programs are intended to protect employees against
catastrophic loss and encourage a healthy lifestyle. Our health and welfare
programs include medical, pharmacy, dental, vision, life insurance and
accidental death and disability.
The
Company provides full time employees, regularly scheduled to work 30 or more
hours per week, short-term disability, long-term disability and basic life
insurance at no cost to the employee. We offer a qualified 401(k) savings and
retirement plan. All Company employees, including Named Executive Officers,
are
generally eligible for the 401(k) plan.
Survivor
Income Agreements; Bank-Owned Life Insurance Policies
In
2003,
we adopted a Survivor Income Plan for the benefit of the directors and officers
of the Bank, in order to encourage their continued employment and service with
the Bank and to reward them for their past service and contribution. The Bank
has also entered into separate Survivor Income Agreements with its officers
and
directors relating to the Survivor Income Plan. Under the terms of the Survivor
Income Plan, each participant is entitled to a base amount of death proceeds
as
set forth in the participant’s Election to Participate, which base amount
increases three percent per calendar year, but only until normal retirement
age,
which is 65, and is grossed up for taxes using the Bank’s state and federal
effective tax rate for the preceding calendar year. If the participant remains
employed by the Bank after age 65, the death benefit will be fixed at the amount
determined at age 65. If a participant has attained age 65 prior to becoming
a
participant in the Survivor Income Plan, the death benefit shall be equal to
the
base amount set forth in their election to participate with no increases. The
Bank is obligated to pay any death benefit owing under the Survivor Income
Plan
in a lump sum within 90 days following the participant’s death.
The
participant’s rights under the Survivor Income Plan terminate upon termination
of employment with the Bank. Upon termination of employment (except for
termination for cause), the participant will have the option to convert the
amount of death benefit calculated at such termination of employment date to
a
split dollar arrangement, provided such arrangement is available under bank
regulation or tax law. If available, the Bank and the participant will enter
into a split dollar agreement and split dollar policy endorsement. Under such
an
arrangement, we would annually impute income to the officer or director based
on
tax law or rules in force upon conversion. Two of our former executives have
elected to convert their survivor income benefit to a split dollar benefit
upon
their termination. The bank has entered into a split dollar agreement with
former CEO, Soo Bong Min, in the amount of $1,000,000 and with former CFO,
Brian
E. Cho, in the amount of $168,827.
One
of
our former directors, Forrest Stichman, and two of our current directors, Fred
Mautner and Mel Elliot, each of whom failed to qualify for the Bank’s selected
insurer’s standard or preferred-rate death benefit provided by the Survivor
Income Plan, will receive payments from the Bank in the amount of $5,000,
payable annually, until their death in lieu of participating in the Survivor
Income Plan.
In
order
to fund the Bank’s obligations under the Survivor Income Plan, the Bank
purchased bank-owned life insurance policies covering the lives of our directors
and certain officers with an aggregate premium amount of $10.5 million in
2003 and $3 million in 2005. For these amounts, the Company paid a single
premium in 2003 and 2005 and has not made any other payments since that time.
The Bank is the sole owner of the policies, the primary beneficiary of the
life
insurance policies and recognizes the increase of the cash surrender value
of
the policies as tax-exempt other income.
The
following table summarizes the amount of the supplemental death benefit each
director and named executive officer is entitled to receive under the Survivor
Income Plan:
Director or Executive Officer
|
|
Initial Pre-Retirement
Death Benefit
|
|
Post-Retirement Death
Benefit
|
|
2003
Awards
|
|
|
|
|
|
Sung
Soo Han
|
|
$
|
300,000
|
|
$
|
526,052
|
|
Elaine
Jeon
|
|
|
150,000
|
|
|
296,038
|
|
Joanne
Kim
|
|
|
300,000
|
|
|
481,412
|
|
Kyu-Hyun
Kim
|
|
|
300,000
|
|
|
300,000
|
|
Steven
Koh
|
|
|
1,000,000
|
|
|
1,229,874
|
|
Richard
Y. Lim
|
|
|
300,000
|
|
|
300,000
|
|
Young
Hi Pak
|
|
|
300,000
|
|
|
403,175
|
|
Harry
Siafaris
|
|
|
300,000
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
2005
Awards
|
|
|
|
|
|
|
|
Sung
Soo Han
|
|
$
|
200,000
|
|
$
|
330,570
|
|
Gapsu
Kim
|
|
|
300,000
|
|
|
453,777
|
|
Joanne
Kim
|
|
|
200,000
|
|
|
302,518
|
|
Tax
Implications of Executive Compensation
Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), places a
limit of $1,000,000 on the amount of compensation that may be deducted by the
Company in any year with respect to the CEO or any other Named Executive
Officers unless the compensation is performance-based compensation as described
in Section 162(m) and the related regulations. The Company has qualified certain
compensation paid to Named Executive Officers for deductibility under
Section 162(m), including (i) certain amounts paid as base salary and
incentive bonus, (ii) certain compensation expense related to options granted
pursuant to the Company’s 1997 Stock Option Plan. The Company may from time to
time pay compensation to our Named Executive Officers that may not be
deductible, including discretionary bonuses or other types of compensation
outside of our plans.
Although
the Company has generally attempted to structure executive compensation so
as to
preserve deductibility, the Company also believes that there may be
circumstances where the Company’s interests are best served by maintaining
flexibility in the way compensation is provided, even if it might result in
the
non-deductibility of certain compensation under the Code.
Although
equity awards may be deductible for tax purposes by the Company, the accounting
rules pursuant to APB 25 and FAS 123(R) require that the portion of the tax
benefit in excess of the financial compensation cost be recorded to
paid-in-capital.
Severance
Plan
The
Company does not have a severance plan in place for any of its Named Executive
Officers except for Mr. Min, as described below. However, the Company decided
to
pay Mr. Brian Cho, the Company’s former Chief Financial Officer, severance of
$30,000 because of his outstanding contribution to the Company during his 16
year tenure with the Company.
Employment
Agreement
On
April 5, 2006, Mr. Min entered into an employment agreement with the Bank,
which became effective on June 1, 2006 and replaced his previous employment
agreement. The new employment agreement was for the three-year term expiring
June 1, 2009. The terms of his employment agreement called for an annual
base salary to Mr. Min of $250,000. In connection with his employment agreement,
the Company awarded Mr. Min 10,000 incentive stock options and 40,000
non-qualified stock options. All of the stock options had an exercise price
of
$18.60, the closing price of the Company’s common stock on the date of grant.
The incentive stock options were to vest in two tranches of 5,000 on
April 5, 2008 and April 5, 2009. The non-qualified stock options were
to vest in three tranches of 20,000, 10,000 and 10,000 on April 5, 2007,
April 5, 2008 and April 5, 2009, respectively.
Mr.
Min
resigned as an officer and director of the Company and the Bank effective
January 1, 2008. In connection with his resignation, the Bank and Mr. Min’s
employment agreement was terminated and he entered into a consulting agreement
with the Bank. The consulting agreement calls for Mr. Min to perform financial
consulting services for the Bank through May 2009 in consideration of a monthly
payment to Mr. Min of $20,834. No other consideration or severance payment
was
made by the Company or the Bank to Mr. Min in connection with his resignation,
although the Company was obligated to pay to Mr. Min an incentive payment in
the
amount of $250,000 pursuant to his employment agreement based upon the financial
performance of the Company during 2007. In addition, Mr. Min’s stock options
have expired without his exercising them.
Pursuant
to his consulting agreement, and in connection with his resignation, Mr. Min
agreed that, for a period of three years following his termination of his
consulting agreement, he will not solicit, entice, encourage, attempt or cause,
directly or indirectly, any of the Company’s employee to leave the employment of
the Bank. Mr. Min has also agreed that, during the same period, he will not
(1)
accept employment with or enter into any other consulting or independent
contractor relationship with a competing financial institution, or (2) directly
or indirectly make known to any person, firm or corporation the names and
addresses of any of the Bank’s customers or any information pertaining to
them.
Effective
April 1, 2008, Ms. Joanne Kim was named as the permanent President and CEO
for the Company and the Bank. In connection with her appointment as permanent
President and CEO, Wilshire Bancorp, the Bank and Ms. Kim have entered into
a
three-year employment agreement. Pursuant to her employment agreement, Ms.
Kim
will receive an annual base salary of $260,000, $270,000 and $280,000 in the
first, second and third years, respectively, of her employment agreement. In
addition, the employment agreement provides that Ms. Kim will be paid an annual
bonus in an amount equal to four percent of any excess in the Company’s
consolidated pre-tax earnings during the current year over the amount of such
pre-tax earnings for the prior year. However, such annual bonus cannot exceed
100% of her annual base salary for a given year. Also, subject to the final
approval of the new stock incentive plan currently contemplated by the Company,,
which is expected to be submitted for approval by our shareholders at the
upcoming annual meeting, Ms. Kim’s Employment Agreement provides that she will
be awarded options to purchase 50,000 shares of the common stock of Wilshire
Bancorp.
E
xecutive
Compensation – Summary Table
T
he
following table sets forth for each of the executive officers named below:
(i)
the dollar value of base salary and bonus earned during the year ended December
31, 2007; (ii) the dollar amount recognized for stock and option awards, in
accordance with FAS 123 (R) for financial statement reporting purposes with
respect to the fiscal year; (iii) the dollar value of earnings for services
pursuant to awards granted during the year under non-equity incentive plans;
(iv) the change in pension value and non-qualified deferred compensation
earnings during the year; (v) all other compensation for the year; and, finally,
(vi) the dollar value of total compensation for the year.
Summary
Compensation Table - Senior Executives
Name
|
|
Year
|
|
Salary($)
|
|
Bonus($)
|
|
Stock
Awards($)
|
|
Option
Awards
(1)
($)
|
|
Nonequity
Incentive
Plan
Compensation($)
|
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings($)
|
|
All Other
Compensation($)
|
|
Total($)
|
|
Joanne
Kim
|
|
|
2007
|
|
$
|
208,171
|
|
$
|
22,125
|
|
|
-
|
|
$
|
15,962
|
|
|
-
|
|
|
-
|
|
$
|
20,990
|
|
$
|
267,248
|
|
CEO
& President
|
|
|
2006
|
|
$
|
164,771
|
|
$
|
91,442
|
|
|
-
|
|
$
|
18,574
|
|
|
-
|
|
|
-
|
|
$
|
20,196
|
(2)
|
$
|
294,983
|
|
Sung
Soo Han EVP &
|
|
|
2007
|
|
$
|
188,968
|
|
$
|
33,542
|
|
|
-
|
|
$
|
15,490
|
|
|
-
|
|
|
-
|
|
$
|
25,746
|
(3)
|
$
|
263,745
|
|
Chief
Lending Officer
|
|
|
2006
|
|
$
|
149,172
|
|
$
|
130,000
|
|
|
-
|
|
$
|
17,539
|
|
|
-
|
|
|
-
|
|
$
|
22,321
|
(3)
|
$
|
319,032
|
|
Elaine
Jeon Interim CFO &
|
|
|
2007
|
|
$
|
138,622
|
|
$
|
23,042
|
|
|
-
|
|
$
|
9,046
|
|
|
-
|
|
|
-
|
|
$
|
18,881
|
(4)
|
$
|
189,591
|
|
SVP
from November 2007 to April 2008
|
|
|
2006
|
|
$
|
111,200
|
|
$
|
44,250
|
|
|
-
|
|
$
|
9,713
|
|
|
-
|
|
|
-
|
|
$
|
17,430
|
(4)
|
$
|
182,593
|
|
Soo
Bong Min
|
|
|
2007
|
|
$
|
305,230
|
|
|
-
|
|
|
-
|
|
$
|
79,199
|
|
$
|
250,000
|
|
|
-
|
|
$
|
30,543
|
(5)
|
$
|
664,972
|
|
Former
President and CEO
|
|
|
2006
|
|
$
|
241,667
|
|
|
-
|
|
|
-
|
|
$
|
118,376
|
|
$
|
250,000
|
|
|
-
|
|
$
|
30,037
|
(5)
|
$
|
640,080
|
|
Brian
E. Cho
|
|
|
2007
|
|
$
|
184,800
|
|
|
-
|
|
|
-
|
|
$
|
15,490
|
|
|
-
|
|
|
-
|
|
$
|
54,455
|
(6)
|
$
|
254,745
|
|
Former
CFO
|
|
|
2006
|
|
$
|
154,342
|
|
$
|
89,650
|
|
|
-
|
|
$
|
17,642
|
|
|
-
|
|
|
-
|
|
$
|
25,001
|
(6)
|
$
|
286,635
|
|
|
(1)
|
For
each of the stock option grants, the value shown is what is also
included
in the Company’s financial statements per FAS 123(R). See the financial
statements included in the Report for a complete description of the
FAS
123(R) valuation. The actual number of awards granted is shown in
the
“Outstanding Equity Awards at Fiscal Year End” table included later in
this filing.
|
|
(2)
|
Ms.
Kim received $9,351 and $9,000 in 2007 and 2006, respectively, as
the
Company contribution to her 401(k) Plan; the amount of $8,400 in
car
allowance in each of 2007 and 2006; and $3,239 and $2,796 in gasoline
paid
by the Company in 2007 and 2006,
respectively.
|
|
(3)
|
Mr.
Han received $10,206 and $6,712 in 2007 and 2006, respectively, as
the
Company contribution to his 401(k) Plan; the amounts of $8,400 in
car
allowance in each of 2007 and 2006; $3,130 and $3,299 in gasoline
paid by
the Company in 2007 and 2006, respectively; and $4,010 and $3,910
in club
dues in 2007 and 2006,
respectively.
|
|
(4)
|
Ms.
Jeon received $8,150 and $6,636 in 2007 and 2006, respectively, as
the
Company contribution to her 401(k) Plan; the amount of $8,400 in
car
allowance in each of 2007 and 2006; and $2,331 and $2,394 in gasoline
paid
by the Company in 2007 and 2006,
respectively.
|
|
(5)
|
Mr.
Min retired CEO on December 31, 2007. He received $9,375 and $9,031
in
2007 and 2006, respectively, as the Company contribution to his 401(k)
Plan; the amount of $15,224 in lease payments for the car provided
by the
Company in each of 2007 and 2006; $3,131 and $2,929 in gasoline paid
by
the Company in 2007 and 2006, respectively; $3,131 and $2,353 in
club dues
in 2007 and 2006, respectively; and the same amounts of $500 in apparel
in
2007 and 2006.
|
|
(6)
|
Mr.
Cho resigned CFO on November 30, 2007. He received $30,000 in severance
pay; $9,378 and $9,038 in 2007 and 2006, respectively, as the Company
contribution to his 401(k) Plan; $7,700 and $8,400 in car allowance
in
2007 and 2006, respectively; $5,262 and $5,210 in gasoline paid by
the
Company in 2007 and 2006, respectively; and $2,115 and $2,353 in
club dues
in 2007 and 2006, respectively.
|
Grant
of Plan-Based Awards
There
were no equity or non-equity plan based grants in 2007.
Outstanding
Equity Awards at Fiscal Year End
The
following table sets forth information on outstanding option and stock awards
held by the NEOs at December 31, 2007, including the number of shares
underlying both exercisable and unexercisable portions of each stock option
as
well as the exercise price and the expiration date of each outstanding
option.
Outstanding
E
quity
Awards at Fiscal Year-End
|
|
|
|
Option awards
|
|
Stock awards
|
|
Name
|
|
Grant
Date
|
|
Number of
Securities
underlying
unexercised
option (#)
exercisable
|
|
Number of
Securities
underlying
unexercised
option (#)
unexercisable(1)
|
|
Equity incentive
plan awards:
Number of
Securities
underlying
unexercised
unearned
option(#)
|
|
Option
exercise
price($)
|
|
Option
Expiration
date
|
|
Number
of shares
or units of
stock that
have not
vested(#)
|
|
Market
value of
shares or
units of
stock that
have not
vested($)
|
|
Equity
incentive plan
awards:
number of
unearned
shares, units
or other rights
that have not
vested (#)
|
|
Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares, units
or other
rights that
have not
vested ($)
|
|
Joanne
Kim
|
|
|
2/01/2005
|
|
|
5,400
|
|
|
3,600
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/28/2005
|
|
|
1,000
|
|
|
2,000
|
|
|
|
|
$
|
13.7000
|
|
|
2/28/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
9/01/2006
|
|
|
3,200
|
|
|
4,800
|
|
|
|
|
$
|
19.1800
|
|
|
9/01/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Sung
Soo Han
|
|
|
5/22/2002
|
|
|
1,760
|
|
|
-
|
|
|
|
|
$
|
2.5682
|
|
|
5/22/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/01/2005
|
|
|
4,200
|
|
|
2,800
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/28/2005
|
|
|
3,000
|
|
|
2,000
|
|
|
|
|
$
|
13.7000
|
|
|
2/28/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
9/01/2006
|
(3)
|
|
3,200
|
|
|
4,800
|
|
|
|
|
$
|
19.1800
|
|
|
9/01/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Elaine
Jeon
|
|
|
2/01/2005
|
|
|
2,700
|
|
|
1,800
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
9/01/2006
|
|
|
2,000
|
|
|
3,000
|
|
|
|
|
$
|
19.1800
|
|
|
9/01/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Soo
Bong Min
|
|
|
12/19/2000
|
|
|
35,200
|
|
|
-
|
|
|
|
|
$
|
1.3921
|
|
|
12/19/2010
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
5/22/2002
|
|
|
58,666
|
|
|
-
|
|
|
|
|
$
|
2.5682
|
|
|
5/22/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
7/30/2003
|
|
|
40,000
|
|
|
-
|
|
|
|
|
$
|
4.5325
|
|
|
7/30/2013
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/01/2005
|
|
|
13,500
|
|
|
-
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
4/05/2006
|
|
|
-
|
|
|
10,000
|
|
|
|
|
$
|
18.6800
|
|
|
4/05/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
4/05/2006
|
|
|
20,000
|
|
|
20,000
|
|
|
|
|
$
|
18.6800
|
|
|
4/05/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian E. Cho
|
|
|
2/01/2005
|
|
|
4,200
|
|
|
-
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/28/2005
|
|
|
3,000
|
|
|
-
|
|
|
|
|
$
|
13.7000
|
|
|
2/28/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
9/01/2006
|
|
|
3,200
|
|
|
-
|
|
|
|
|
$
|
19.1800
|
|
|
9/01/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1)
|
All
options granted prior to the fiscal 2006 for the Named Senior Executive
and Principal Officers vest over a period of four (4) years, with
the
first 20% vesting on the date of grant. The options are exercisable
for 10
years, and expire on the date 10 years from the date of grant except
option grants in 2006 indicated below in footnotes 2, 3, 4, 5, and
6.
|
|
(2)
|
Ms.
Kim’s 8,000 incentive stock options will be vested over a period of four
(4) years, with the first 20% vesting on the date of grant. The options
are exercisable for 5 years, and expire on the date 5 years from
the date
of grant.
|
|
(3)
|
Mr.
Han’s 8,000 incentive stock options will be vested over a period of four
(4) years, with the first 20% vesting on the date of grant. The options
are exercisable for 5 years, and expire on the date 5 years from
the date
of grant.
|
|
(4)
|
Ms.
Jeon’s 5,000 incentive stock options will be vested over a period of four
(4) years, with the first 20% vesting on the date of grant. The options
are exercisable for 5 years, and expire on the date 5 years from
the date
of grant.
|
|
(5)
|
Due
to termination of Mr. Min’s employment and service as a director, Mr.
Min’s 23,500 incentive stock options expired on March 31,
2008.
|
|
(6)
|
Due
to termination of Mr. Min’s employment and service as a director, Mr.
Min’s 40,000 non-qualified options expired on March 31,
2008.
|
|
(7)
|
Due
to termination of Mr. Cho’s employment, Mr. Cho’s 10,400 incentive stock
options expired on February 29,
2008.
|
Option
Exercises and Stock Vested
The
following table sets forth information on exercises of stock options and vesting
of restricted stock during 2007 for Senior Executive and Principal Officers
during the year ended December 31, 2007.
Option
Exercises and Stock Vested for the Fiscal Year 2007
(Executive
and Principal Officer)
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Year
|
|
Number of Shares
acquired on
exercise(#)
|
|
Value realized
on
exercise($)
|
|
Number of
Shares
acquired on
vesting(#)
|
|
Value realized
on
vesting($)
|
|
Joanne
Kim
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Sung
Soo Han
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Elaine
Jeon
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Soo
Bong Min
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Brian
E Cho
|
|
|
2007
|
|
|
7,040
|
|
$
|
46,688
|
|
|
-
|
|
|
-
|
|
Pension
Benefits
The
table
disclosing the actuarial present value of each Named Executive Officer’s
accumulated benefit under defined benefit plans, the number of years of credited
service under each such plan, and the amount of pension benefits paid to each
Named Executive Officers during the year is omitted because the Company does
not
have a defined benefit plan for Named Executive Officers. The only retirement
plan available to NEOs in 2007 was the Company’s qualified 401(k) savings and
retirement plan, which is available to all employees.
Non-Qualified
Deferred Compensation
The
table
disclosing contributions to non-qualified defined contributions and other
deferred compensation plans, each NEO’s withdrawals, earnings and fiscal year
end balances in those plans is omitted because, in 2007, the Company had no
nonqualified deferred compensation plans or benefits for executive officers
or
other employees of the Company.
Director
Compensation
The
Company generally uses a combination of cash and stock-based incentive
compensation to attract and retain qualified candidates to serve on the Board.
In setting director compensation, the Nominations and Corporate Governance
Committee considers the significant amount of time that Directors expend in
fulfilling their duties to the Company as well as the skill level required
by
the Company of members of the Board. Similar to executive officers, Directors
will be asked to comply with the Company’s Stock Ownership Guidelines that is
currently under consideration by the Board of Directors. The Guideline, if
adopted, will require each Director to own shares of the Company’s stock with an
aggregate value of at least three times the annual cash retainer within three
years after joining the Board.
Cash
Compensation Paid to Board Members
Meetings
of our Board of Directors are held each month, generally on the same day as
meetings of the Bank Board. Each member of our Board of Directors also serves
on
the Bank’s Board. During the fiscal year 2007, directors received $3,000 per
month for their service on the Board of Directors of both the Company and the
Bank. The Chairman of the Board received an additional $2,500 per month.
Non-employee directors also received fees of $350 per meeting for attendance
at
the Bank Board committee meetings in 2007, but from January 1, 2008, attendance
compensation is not provided due to the agreement of the Board of Directors
for
the contribution of the bank management’s efforts to reduce expenses. Attendance
compensation for the Director Loan Committee and the Audit Committee was $450
per meeting in 2007, but also there is no compensation for the Audit Committee
from the beginning of 2008. The Chairman of the Audit Committee received $1,500
per month in addition to the monthly director fee and Committee meeting fees
in
2007. The Chairman of the Director Loan Committee received $1,000 per month
in
addition to the monthly director fee and Committee meeting fees in 2007.
Directors are not paid additional fees for their service on the Wilshire Bancorp
board committees.
We
entered into Deferred Compensation Agreements in 1983 and 1984 with certain
directors, including Harry Siafaris, a current director. Pursuant to the
Deferred Compensation Agreements, the directors elected to defer certain
directors’ fees in exchange for specified benefits over a period of ten years
beginning at age 65. The only payments under the Deferred Compensation
Agreements made in 2007 to a current director were in the amount of $879 per
month to Mr. Siafaris. It is anticipated that we will eventually be
reimbursed for payments made under the Deferred Compensation Agreements through
the proceeds of life insurance policies previously purchased by us for the
participating directors, which policies name us as beneficiary.
The
following table discloses the cash, equity awards and other compensation earned,
paid or awarded, as the case may be, to each of the Company’s directors during
the fiscal year ended 2007.
Summary
Compensation Table - Directors
Name
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Nonequity
Incentive
Plan
Compensation
($)
|
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
(5)
($)
|
|
Total($)
|
|
Mel Elliot
|
|
|
2007
|
|
$
|
48,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
5,500
|
(6)
|
$
|
53,500
|
|
Lawrence
Jeon
(1)
|
|
|
2007
|
|
$
|
7,150
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
7,650
|
|
Gapsu
Kim
|
|
|
2007
|
|
$
|
43,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
43,500
|
|
Kyu-Hyun
Kim
|
|
|
2007
|
|
$
|
58,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
58,500
|
|
Steven
Koh
|
|
|
2007
|
|
$
|
71,600
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
72,100
|
|
Richard
Lim
|
|
|
2007
|
|
$
|
43,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
43,500
|
|
Fred
Mautner
|
|
|
2007
|
|
$
|
69,350
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
5,500
|
(6)
|
$
|
74,850
|
|
Young
Hi Pak
|
|
|
2007
|
|
$
|
42,650
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
43,150
|
|
Harry
Siafaris
|
|
|
2007
|
|
$
|
42,650
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
11,048
|
(7)
|
$
|
53,698
|
|
Donald
Byun
(2)
|
|
|
2007
|
|
$
|
37,250
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
37,250
|
|
Larry
Greenfield
(3)
|
|
|
2007
|
|
$
|
38,050
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
38,050
|
|
Soo
Bong Min
(4)
|
|
|
2007
|
|
$
|
36,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
36,000
|
|
|
(1)
|
Lawrence
Jeon joined a member of Board of Directors on December 12,
2007.
|
|
(2)
|
Donald
Byun retired a member of Board of Directors on November 29,
2007.
|
|
(3)
|
Larry
Greenfield retired a member of Board of Directors on December 7,
2007.
|
|
(4)
|
Soo
Bong Min retired a member of Board of Directors and CEO on
December 31, 2007.
|
|
(5)
|
Mel
Elliot, Lawrence Jeon, Gapsu Kim, Kyu-Hyun Kim, Steven Koh, Richard
Lim,
Fred Mautner Young Hi Pak, and Harry Siafaris received $500 in
apparel.
|
|
(6)
|
Includes
cash payments made in lieu of insurance premiums under the Company’s
Survivor Income Plan.
|
|
(7)
|
Includes
payments of $879 per month in exchange for specified benefits under
Deferred Compensation Agreements
.
|
Human
Resources Committee Report
The
Human
Resources Committee held five meetings during fiscal year 2007. The Compensation
Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management. Based upon such
review, the related discussions and such other matters deemed relevant and
appropriate by the Human Resources Committee, the Human Resources Committee
has
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2007.
Submitted
by the Human Resources Committee of the Board of Directors
Harry
Siafaris (Chairman)
Steven
Koh
Kyu-Hyun
Kim
Gapsu
Kim
Richard
Lim
Young
Hi
Pak
Dated:
April 2, 2008
Human
Resources Committee Interlocks and Insider Participation
During
2007, our HR Committee consisted of Harry Siafaris, Steven Koh, Kyu-Hyun Kim,
Gapsu Kim, Richard Lim, Young Hi Pak. No member of the HR Committee was an
officer or employee of Wilshire Bancorp or any of its subsidiaries during 2007
and no member of the HR Committee is formerly an officer of Wilshire Bancorp
or
any of its subsidiaries. In addition, none of our executive officers has served
as a member of a compensation committee or Board of Directors of any other
entity an executive officer of which is currently serving as a member of our
Board.
Item
12.
Security Ownership of Certain Beneficial Owners, Management and Related
Shareholder Matters
The
following table sets forth information regarding beneficial ownership of our
common stock as of April 14, 2008
by
(1)
each shareholder known by us to be the beneficial owner of more than 5% of
the
outstanding shares of our common stock, (2) each of our directors, (3) each
of
the Named Executive Officers, and (4) all of our directors and Named Executive
Officers as a group.
Beneficial
ownership is determined according to the rules of the SEC and generally includes
any shares over which a person possesses sole or shared voting or dispositive
power and options that are currently exercisable or exercisable within 60 days
(listed below as “Vested Option Shares”). Each director, officer or 5% or more
shareholder known to us, as the case may be, has furnished to us information
with respect to beneficial ownership. Except as otherwise indicated in the
footnotes to this table, we believe that the beneficial owners of common stock
listed below, based on information each of them has provided to us, have sole
voting and dispositive power with respect to their shares.
The
table
lists applicable percentage ownership based on 29,391,177
shares
of
common stock outstanding as of April 14, 2008. Shares of common stock subject
to
options currently exercisable or exercisable within 60 days of April 14, 2008
are deemed outstanding for the purpose of calculating the percentage ownership
of the person holding these options, but are not treated as outstanding for
the
purpose of calculating the percentage ownership of any other person. Unless
otherwise noted, the address for each shareholder listed below is: c/o Wilshire
Bancorp, Inc., 3200 Wilshire Blvd., Los Angeles, California 90010.
|
|
|
|
Common Stock Beneficially Owned
(1)
|
|
Beneficial Owner
|
|
Shares Beneficially
Owned(a)
|
|
Vested
Option
Shares(b)
|
|
Total (a) & (b)
|
|
Percentage of
Shares
Beneficially
Owned
|
|
|
|
|
|
|
|
|
|
|
|
Greater
than 5% Shareholders
|
|
|
|
|
|
|
|
|
|
Steven
Koh
|
|
|
5,755,407
|
|
|
|
|
|
5,755,407
|
|
|
19.56
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mel
Elliott
|
|
|
738,860
|
|
|
|
|
|
738,860
|
|
|
2.51
|
%
|
Gapsu
Kim
|
|
|
256,100
|
|
|
|
|
|
256,100
|
|
|
0.87
|
%
|
Kyu-Hyun
Kim
|
|
|
550,320
|
|
|
|
|
|
550,320
|
|
|
1.87
|
%
|
Richard
Y. Lim
|
|
|
558,494
|
|
|
|
|
|
558,494
|
|
|
1.90
|
%
|
Fred
F. Mautner
|
|
|
1,086,728
|
|
|
|
|
|
1,086,728
|
|
|
3.69
|
%
|
Young
H. Pak
|
|
|
647,572
|
|
|
|
|
|
647,572
|
|
|
2.20
|
%
|
Harry
Siafaris
|
|
|
394,126
|
|
|
|
|
|
394,126
|
|
|
1.34
|
%
|
Lawrence
Jeon
(2)
|
|
|
7,000
|
|
|
|
|
|
7,000
|
|
|
0.03
|
%
|
Joanne
Kim
(3)
|
|
|
64,560
|
|
|
12,400
|
|
|
76,960
|
|
|
0.26
|
%
|
Sung
Soo Han
|
|
|
61,600
|
|
|
14,560
|
|
|
76,160
|
|
|
0.26
|
%
|
Elaine
Jeon
(4)
|
|
|
14,820
|
|
|
5,600
|
|
|
20,420
|
|
|
0.07
|
%
|
All
executive officers and directors as a group (12)
|
|
|
10,135,587
|
|
|
32,560
|
|
|
10,168,147
|
|
|
34.56
|
%
|
|
(1)
|
Except
as otherwise noted, may include shares held by such person’s spouse
(except where legally separated) and minor children, and by any other
relative of such person who has the same home; shares held in “street
name” for the benefit of such person; shares held by a charitable, family
or living trust as to which such person is a trustee and primary
beneficiary with sole voting and investment power (or shared power
with a
spouse); or shares held in an Individual Retirement Account or pension
plan as to which such person is the sole beneficiary.
|
|
(2)
|
Lawrence
Jeon joined a member of Board of Directors on December 12, 2007.
|
|
(3)
|
Joanne
Kim was appointed Class III Director, President and Chief Executive
Officer on April 1, 2008.
|
|
(4)
|
Elaine
Jeon was the interim CFO and SVP from November 2007 until April 7,
2008.
She was appointed Deputy CFO and Controller effective April 7,
2008.
|
Item
13.
Certain Relationships and Related Transactions
,
and Director Independence
Certain
Relationships and Related Transactions
Under
Section 402 of the Sarbanes-Oxley Act of 2002, it is generally prohibited for
any issuer to extend, renew or arrange for the extension of credit in the form
of a personal loan to or for any director or executive officer of that issuer.
This prohibition, however, is not applicable to loans that are made in
compliance Section 22(h) of the Federal Reserve Act or the Federal
Reserve’s Regulation O. We believe that all related transactions comply
with Section 402 of the Sarbanes-Oxley Act or have been made pursuant to a
valid exception from Section 402 of the Sarbanes-Oxley Act.
Certain
of our officers, directors and principal shareholders and their affiliates
have
had transactions with the Bank, including borrowings and investments in
certificates of deposit. Our management believes that all such loans and
investments have been and will continue to be made in the ordinary course of
business of the Bank on substantially the same terms, including interest rates
paid and collateral required, as those prevailing at the time for comparable
transactions with unaffiliated persons, and do not involve more than the normal
risk of collectibles or present other unfavorable features. All loans made
by
the Bank to its directors, officers and principal shareholders are in compliance
with the requirements of Federal Reserve Regulation O.
We
recognize that related party transactions can present potential or actual
conflicts of interest and create the appearance that Company decisions are
based
on considerations other than the best interests of our shareholders. To ensure
that all loans and related party transactions are in the Company’s best
interests, the Board of Directors of Wilshire Bancorp
has
charged the Directors’ Loan Committee of the Bank, which is made up of all
independent directors, excluding any interested parties, to review and evaluate
all loans to related parties. The Director’s Loan Committee of the Bank reviews
such loans for compliance with the “Insider Loans” provisions of the Bank’s
General Loan Policy. The policy requires that a majority of the entire board
of
directors approve, in advance, all loans to insiders of the Bank and their
related interests or to insiders of an affiliate of the Bank where the aggregate
amount loaned to the insider and his or her related interests exceeds the
greater of $25,000 or 5 percent of the Bank’s capital and unimpaired surplus.
The interested party my not participate directly or indirectly by participating
in the discussion during the voting. Prior approval also is needed whenever
the
aggregate amount of such loans exceeds $500,000.
Director
Independence
Our
Board
of Directors has determined that each of our current directors, except Ms.
Joanne Kim, is independent under the applicable NASDAQ rules.
At
least
twice a year, the independent members of our Board of Directors meet separately
from the full Board of Directors and outside the presence of our management
in
executive session. The Board of Directors held twelve such executive sessions
during the fiscal year 2007.
Item
14.
Principal Accounting Fees and Services
Our
Audit
Committee has appointed Deloitte & Touche LLP as our independent auditors
for the fiscal years ended December 31, 2007 and 2006. The following table
shows
the fees paid or accrued by us for the audit and other services provided by
Deloitte & Touche for fiscal 2007 and 2006.
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Audit
Fees
|
|
$
|
650,000
|
|
$
|
580,000
|
|
Tax
Fees
|
|
|
53,500
|
|
|
49,000
|
|
Total
|
|
$
|
703,500
|
|
$
|
629,000
|
|
As
defined by the SEC, (i) “audit fees” are fees for professional services rendered
by the independent registered public accounting firm for the audit of our annual
financial statements and review of financial statements included in our Form
10-Q, or for services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years;
(ii) “audit-related fees” are fees for assurance and related services by our
principal accountant that are reasonably related to the performance of the
audit
or review of our financial statements and are not reported under “audit fees;”
(iii) “tax fees” are fees for professional services rendered by our principal
accountant for tax compliance, tax advice, and tax planning; and (iv) “all other
fees” are fees for products and services provided by our principal accountant,
other than the services reported under “audit fees,” “audit-related fees,” and
“tax fees.”
Under
applicable SEC rules, the Audit Committee is required to pre-approve the audit
and non-audit services performed by the independent registered public accounting
firm in order to ensure that they do not impair the auditors’ independence. The
SEC’s rules specify the types of non-audit services that an independent auditor
may not provide to its audit client and establish the Audit Committee’s
responsibility for administration of the engagement of the independent
registered public accounting firm.
Consistent
with the SEC’s rules, the Audit Committee Charter requires that the Audit
Committee review and pre-approve all audit services and permitted non-audit
services provided by the independent registered public accounting firm to us
or
any of our subsidiaries. The Audit Committee may delegate pre-approval authority
to a member of the Audit Committee and if it does, the decisions of that member
must be presented to the full Audit Committee at its next scheduled
meeting.
PART
IV
Item
15.
Exhibits, Financial Statement Schedules
(b)
Exhibits
Exhibit
Table
Reference
Number
|
|
Item
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this Amendment No. 1 to the Report to
be
signed on its behalf by the undersigned, thereunto duly authorized.
Date:
April 29, 2008
|
WILSHIRE
BANCORP, INC.
|
|
a
California corporation
|
|
|
|
By:
|
/s/
Joanne Kim
|
|
|
Joanne
Kim
|
|
|
Chief
Executive Officer
|
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