RBB Bancorp (RBB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2025, with options for in-person, telephonic, or webcast participation.

• Shareholders will vote on electing eleven directors, a non-binding advisory vote on executive compensation, and ratification of Crowe LLP as independent auditor for 2025.

• Proxy materials are accessible online, and shareholders are encouraged to vote via internet, phone, or mail.

• Only shareholders of record as of March 24, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposals include election of eleven directors, advisory approval of executive compensation, and ratification of Crowe LLP as auditor.

• Shareholders may nominate directors by written notice by April 30, 2025, following specific procedures.

• Shareholder proposals for the 2026 meeting must be received by December 12, 2025, for proxy inclusion.

• Say-on-pay votes are held annually, and the board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of eleven members, with nine qualifying as independent under Nasdaq and SEC rules.

• Committees include Audit, Compensation/Nominating/Governance (CNG), Directors Loan, CRA, IT, Asset/Liability, and Enterprise Risk.

• The board regularly reviews governance policies, code of ethics, insider trading, and whistleblower policies.

• Board leadership is separated, with an independent chair and regular executive sessions of independent directors.

• All directors attended at least 75% of meetings in 2024.