WIBC Wilshire Bancorp, Inc. (MM)

Item 10.    Directors and Executive Officers of the Registrant

        The members of the Board of Directors and the Executive Officers of the Company are identified below.

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Corporate Governance Principles and Board Matters

        Wilshire is committed to having sound corporate governance principles, both at the holding company level and at Wilshire Bank. Such principles are essential to running Wilshire's business efficiently and to maintaining its integrity in the marketplace. Wilshire has adopted a set of Corporate Governance Guidelines that embody these principles. Wilshire Bancorp and Wilshire 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 and with Item 406 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The 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 the Internet website (www.wilshirebank.com) under the Investor Relations page.

Board Independence

        The Wilshire board of directors has determined that each of its current directors, except Messrs. Yoo and Koh, is independent under the applicable Nasdaq rules.

Director Qualifications

        Wilshire believes that its directors should have the highest professional and personal ethics and values, consistent with its longstanding values and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us. Each director must represent the interests of all shareholders. When considering potential director candidates, the HR/NCG Committee also considers the candidate's character, judgment, diversity, age and skills, including financial literacy and experience in the context of the needs and the existing composition of the board of directors. For more information on Board diversity, see the discussion under the heading "Human Resources/Nominations and Corporate Governance Committee."

Director Meetings

        During the fiscal year 2015, the board of directors held 14 meetings and the Wilshire Bank board of directors held 14 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 the Wilshire shareholders, although Wilshire has no formal policy on director attendance at annual shareholders' meetings. All directors attended the last annual meeting of Wilshire shareholders. Each of the Wilshire directors also serves on the board of directors of Wilshire Bank.

Independent Director Meetings

        At least twice a year, the independent members of the board of directors meet separately from the full board of directors and outside the presence of the management in executive session. The board of directors held more than two such executive sessions during the fiscal year 2015. Mr. Donald Byun has served as Wilshire's Lead Independent Director since January 1, 2014 and presides over meetings of only independent directors.

Shareholder Communications with the Board of Directors

        The board of directors has established a process for shareholders to communicate with the board of directors or with individual directors. Shareholders who wish to communicate with the board of directors or with individual directors should direct written correspondence to the Corporate Secretary at the

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principal executive offices located at 3200 Wilshire Blvd., Suite 1410, Los Angeles, California 90010. Any such communication must contain:

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a representation that the shareholder is a beneficial owner of Wilshire's capital stock;



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the name and address of the shareholder sending such communication; and



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the class and number of shares of Wilshire's capital stock that are beneficially owned by such shareholder.

        Wilshire's Corporate Secretary will forward such communications to the board of directors or the specified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or to take any other appropriate action regarding such communication.

Board Committees Composition and Membership

        The board of directors has established two standing committees—the Audit Committee and the Human Resources/Nominations and Corporate Governance Committee (the "HR/NCG Committee").

        The membership and function of each of the board committees is described below. The board of directors generally meets in conjunction with the monthly meetings of the board of directors of Wilshire Bank. The table below provides more detailed information regarding individual committee membership of the board as of the date of this joint proxy statement/prospectus:

Board Leadership Structure

        The roles of Chairman and Chief Executive Officer are separate positions within the company. Mr. Koh serves as the Chairman of the Board and Mr. Yoo serves as the Chief Executive Officer. Wilshire separates the roles of Chairman and Chief Executive Officer in recognition of the differences between the two roles. The Chief Executive Officer is responsible for implementing the strategic plan for the Bank and the day-to-day leadership and performance of Wilshire, while the Chairman of the board of directors provides strategic direction to the Chief Executive Officer, is the liaison between the Chief Executive Officer and the board of directors, and presides over meetings of the board of directors. In addition, the board of directors has designated Mr. Donald Byun to serve as the Lead Independent Director.

Risk Oversight

        The board of directors has an active role, as a whole and also at the committee level, in overseeing management of the risks relating to the business. The board of directors regularly receives reports from senior management on areas of material risk to Wilshire Bank, including its credit, liquidity, operational and legal and regulatory risks. In accordance with Wilshire's Audit Committee Charter, the Audit Committee reviews areas of major financial risk exposure as well as the steps management has taken to

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monitor and control such exposure. The Audit Committee also meets periodically with management to discuss policies relating to risk assessment and risk management. In addition, the HR/NCG Committee oversees the management of risks relating to the executive and non-executive compensation plans and arrangements, as well as risks associated with the independence of the board of directors and potential conflicts of interest. While each committee oversees certain risks and the management of such risks, the entire board of directors is regularly informed through committee reports about such risks.

Committees of Wilshire

Audit Committee

        The board of directors has established an Audit Committee to assist the board of directors in fulfilling its responsibilities for general oversight of the integrity of the consolidated financial statements, compliance with legal and regulatory requirements, the independent auditors' qualifications and independence, the performance of independent auditors and the internal audit function, and risk assessment and risk management. The duties of the Audit Committee include:

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appointing, evaluating and determining the compensation of the independent auditors;



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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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reviewing other risks that may have a significant impact on the financial statements;



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preparing the Audit Committee report for inclusion in the annual proxy statement;



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establishing procedures for the receipt, retention and treatment of complaints regarding accounting and auditing matters; and



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evaluating annually the Audit Committee Charter.

        The Audit Committee works closely with management as well as the independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Wilshire for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

        The members of the Audit Committee are John R. Taylor, Lawrence Jeon, Daisy Y. Ha and Donald Byun. Mr. Taylor currently serves as Chairman of the Audit Committee. The Audit Committee meets regularly and held 9 meetings during fiscal year 2015.

        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. The board of directors has determined that Mr. Taylor and Mr. Jeon both qualify 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. Taylor was a senior audit partner with KPMG LLP's Financial Services practice based in Los Angeles prior to his retirement on September 30, 2011. He has over 38 years of prior public accounting experience, including 27 years as a KPMG partner. Mr. Jeon is a Certified Public Accountant with more than 23 years of experience in public accounting and the President of Lawrence Jeon & Co., which provides professional services in the areas of tax compliance and planning, financial audit and review, and various types of business consulting.

        The board of directors has adopted a written charter for the Audit Committee meeting applicable standards of the SEC and Nasdaq. A copy of the Audit Committee Charter can be found on the Internet website (www.wilshirebank.com) under the Investor Relations page.

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Human Resources/Nominations and Corporate Governance Committee

        The HR/NCG Committee performs all of the functions that were previously performed by the former Human Resources Committee and the former Nominations and Corporate Governance Committee. The HR/NCG Committee held 7 meetings during the fiscal year 2015.

        The HR/NCG Committee is composed of six directors: John R. Taylor, Donald Byun, Steven J. Didion, Daisy Y. Ha, Lawrence Jeon and Craig Mautner, each of whom the board of directors has determined to be independent under applicable rules and regulations of the SEC, Nasdaq and the Internal Revenue Service. Mr. Taylor serves as the Committee's Chairman.

        The board of directors has adopted a written charter for the HR/NCG Committee. A copy of the HR/NCG Committee Charter can be found on the Internet website (www.wilshirebank.com) under the Investor Relations page.

        Responsibilities of the HR/NCG Committee related to Executive Compensation and Human Resources.     As described above, the HR/NCG Committee is responsible for duties that were previously the responsibilities of the Human Resources Committee. The HR/NCG Committee makes recommendations to the board of directors relating to the compensation of the Chief Executive Officer and other named executive officers, approves an annual report on executive compensation for inclusion in this joint proxy statement/prospectus and provides general oversight of compensation structure. Other specific duties and responsibilities of the HR/NCG Committee include:

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reviewing and approving objectives relevant to executive officer compensation;



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evaluating performance and determining the compensation of the executive officers in accordance with those objectives;



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reviewing employment agreements for certain of the executive officers and making recommendations to the board of directors concerning such employment agreements;



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reviewing executive compensation for compliance with applicable laws and regulations; and



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evaluating human resources and compensation strategies.

        More information regarding the responsibilities of the HR/NCG Committee that relate to human resources and executive compensation can be found in the HR/NCG Committee Charter.

        Responsibilities of the HR/NCG Committee related to Nominations and Corporate Governance.     As described above, the HR/NCG Committee is now responsible for duties that were previously the responsibilities of the Nominations and Corporate Governance Committee. Those duties and responsibilities include:

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identifying and recommending to the board of directors individuals qualified to become members of the board and to fill vacant board positions;



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recommending to the board the director nominees for the next annual meeting of shareholders;



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recommending to the board director committee assignments;



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recommending to the board the compensation for the directors;



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reviewing and evaluating succession planning for the Chief Executive Officer and other executive officers;



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monitoring continuing education program for the directors; and



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evaluating annually the Nominations and Corporate Governance Committee charter.

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        The board of directors believes that it is necessary that the majority of the 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 HR/NCG Committee considers these requirements when recommending board nominees. The HR/NCG Committee employs a variety of methods for identifying and evaluating nominees for director. The HR/NCG 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 HR/NCG Committee also considers the candidate's character, judgment, age, skills, including financial literacy, and experience in the context of the needs, the needs of Wilshire Bancorp and the skills and experience of the existing directors. While the HR/NCG Committee has the authority to do so, we have not, as of the date of this joint proxy statement/prospectus, paid any third party to assist in identifying and evaluating board nominees.

        The board of directors has established a procedure whereby the shareholders can nominate potential director candidates. The HR/NCG Committee will consider director candidates recommended by the shareholders in a similar manner as those recommended by members of management or other directors, provided the shareholder submitting such nomination has complied with procedures set forth in the Bylaws. Wilshire's Bylaws provide for the nomination of directors in the following manner:

"At any annual or special meeting of shareholders, persons nominated for election as directors by shareholders shall be considered only if advance notice thereof has been timely given as provided herein and such nominations are otherwise proper for consideration under applicable law and the articles of incorporation and bylaws of the Corporation. Notice of the name of any person to be nominated by any shareholders for election as a director of the Corporation at any meeting of shareholders shall be delivered to the Secretary of the Corporation at its principal executive office not less than 60 nor more than 90 days prior to the date of the meeting: provided , however , that if the date of the meeting is first publicly announced or disclosed (in a public filing or otherwise) less than 70 days prior to the date of the meeting, such advance notice shall be given not more than ten days after such date is first so announced or disclosed. Public notice shall be deemed to have been given more than 70 days in advance of the annual meeting if the Corporation shall have been previously disclosed, in these bylaws or otherwise, that the annual meeting in each year is to be held on a determinable date, unless and until the Board determines to hold the meeting on a different date. Any shareholder desiring to nominate any person for election as a director of the Corporation shall deliver with such notice a statement in writing setting forth the name of the person to be nominated, the number and class of all shares of each class of stock of the Corporation beneficially owned by such person, the information regarding such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to the Corporation), such person's signed consent to serve as a director of the Corporation if elected, such shareholder's name and address and the number and class of all shares of each class of stock of the Corporation beneficially owned by such shareholder. As used herein, shares "beneficially owned" shall mean all shares as to which such person, together with such person's affiliates and associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to be beneficially owned pursuant to Rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as well as all shares as to which such person, together with such person's affiliates and associates, has the right to become the beneficial owner pursuant to any agreement or understanding, or upon the exercise of warrants, options or rights to convert or exchange (whether such rights are exercisable immediately or only after the passage of time or the occurrence of conditions). The person presiding at the meeting in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall determine whether such notice has been duly given and shall direct that nominees not be considered if such notice has not been given."

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        No candidate for election to the board of directors has been recommended within the preceding year by a beneficial owner of 5% or more of the common stock who is not also a director of Wilshire Bancorp.

        The board of directors has no formal policy regarding the consideration of diversity in identifying director nominees, but the board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.