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.
Meeting held May 18, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Felix S. Fernandez | 97.5% | 47.3M | 1.2M | ✓ Elected |
| Maan-Huei Hung | 93.0% | 45.2M | 3.4M | ✓ Elected |
| Nelson Chung | 92.7% | 45.0M | 3.6M | ✓ Elected |
| Richard Sun | 92.1% | 44.7M | 3.8M | ✓ Elected |
Say on Pay
For 47.3M · Against 1.1M · Abstain 283,341
Auditor Ratification
For 54.8M · Against 754,933 · Abstain 71,845
Other Proposals
Proposal 3
Advisory (non-binding) proposal to vote on the frequency of future advisory votes on executive compensation
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
