PCB Bancorp (PCB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2025, at company headquarters in Los Angeles, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 31, 2025, are eligible to vote; proxy materials are available online to reduce environmental impact.

• Board recommends voting FOR all proposals, including director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will elect eight directors, approve executive compensation on an advisory basis, and ratify Crowe LLP as the independent auditor for 2025.

• Majority vote required for approval of executive compensation and auditor ratification; directors elected by plurality.

• Shareholders may submit nominations and proposals for future meetings following bylaw and SEC requirements.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; separate Chairman and CEO roles.

• Board committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• Board diversity matrix: 8 directors, 2 female, 6 male, all Asian.

• Directors are expected to attend all meetings; all but one attended at least 75% of meetings in 2024.

• Corporate Governance Guidelines and Code of Ethics are in place and available online.