The Company’s Bylaws provide that the authorized number of Directors will be not less than six (6) nor more than eleven (11), with the exact number of Directors to be fixed from time to time by
resolution of a majority of the Board or by resolution of the shareholders. The Board of Directors last fixed the authorized number, within the range at eleven (11).
At the Meeting, eleven persons will be elected to serve as Directors of the Company until the 2022 Annual Meeting and until their successors are elected and have qualified. The eleven persons
named below include ten that are all currently Directors of the Company and have been nominated by the Board for re-election. The eleventh is currently a member of Community West Bank’s Board of Directors and has been nominated by the Board for
election to the Board of the Company. As previously noted, Jean Blois has indicated that she is not standing for re-election and, consequently, she is not nominated for re-election to the Board of the Company at this Meeting.
A Proxy that is submitted to the Company with the instruction “AUTHORITY GIVEN” or submitted without instructions will be voted in such a way as to effect the election of all eleven nominees, or
as many thereof as possible under the rules of cumulative voting if cumulative voting is invoked at the Meeting. In the event that any of the nominees should be unable to serve as a Director, it is intended that the Proxy will be voted for the
election of such substitute nominees, if any, as will be designated by the Board. Each nominee has consented to being named in the Proxy Statement and has agreed to serve as a member of the Board, if elected. The Board has no reason to believe
that any of the nominees will be unable or unwilling to serve. Additional nominations can only be made by complying with the notice provision set forth in the Bylaws of the Company, an extract of which is included in the Notice of Annual Meeting
of Shareholders accompanying this Proxy Statement. This Bylaw provision is designed to give the Board advance notice of competing nominations, if any, and the qualifications of nominees, and may have the effect of precluding third-party
nominations if the notice provisions are not followed.
None of the Directors or executive officers of the Company were selected pursuant to any arrangement or understanding, other than with the Directors and executive officers of the Company, acting
within their capacities as such. The Company knows of no family relationships between the Directors and executive officers of the Company, nor do any of the Directors or executive officers of the Company serve as Directors of any other company
which has a class of securities registered under, or which is subject to the periodic reporting requirements of the Exchange Act or any investment company registered under the Investment Company Act of 1940.
Pursuant to NASDAQ Stock Market LLC (NASDAQ) Listing Rules, the Board has made an affirmative determination that the following members of the Board are “independent” within the meaning of such
rules: Robert H. Bartlein, Dana L. Boutain, Suzanne M. Chadwick, Tom L. Dobyns, John D. Illgen, James W. Lokey, Shereef Moharram, William R. Peeples, Christopher R. Raffo, and Kirk B. Stovesand. As such, pursuant to NASDAQ Listing Rules, a
majority of the members of the Board are “independent” as so defined. Also, pursuant to NASDAQ Listing Rules and Rule 10A-3 of the Securities Exchange Act of 1934 (Exchange Act), all of the members of the Audit Committee are “independent” as so
defined.
Robert H. Bartlein (Age 73)
Mr. Bartlein has been a member of the Board of CWBC since its inception in 1997 and a founder and Director of CWB since 1989. Mr. Bartlein serves on CWBC’s Nominating and Corporate Governance
Committee and is Chairman of the Board of CWB, Chairman of CWB’s Credit Committee and a member of CWB’s Executive, Compensation, and Management Succession Committees. He is President and CEO of Bartlein & Company, Inc., founded in 1969,
which is a property management company with three California offices. He is a graduate of the University of Wisconsin – Madison, with a degree in Finance, Investments and Banking, and did post-graduate study at the University of Wisconsin -
Milwaukee. Mr. Bartlein is past President and Director of the American Lung Association of Santa Barbara and Ventura Counties.
Dana L. Boutain (Age 56)
Mrs. Boutain was named to the Boards of CWBC and CWB in July 2017, and is a member of CWBC’s Audit Committee. Mrs. Boutain is a managing director in the Oxnard office of CBIZ MHM, LLC. She
assists clients with complex tax planning, from transaction structuring to multistate filing to taxation for international operations and subsidiaries. She has been in the industry for more than 30 years. Mrs. Boutain is a Certified Public
Accountant and holds a B.S. – Business Administration degree from the California State University – Bakersfield and holds a M.S. – Taxation degree from Golden Gate University.
Suzanne M. Chadwick (Age 73)
Ms. Chadwick, a resident of Oxnard, CA, was employed by Santa Barbara Bank and Trust for over 20 years. Having introduced Santa Barbara Bank and Trust to Ventura County in 1995, she retired as
Senior Vice President Private Client Manager in 2013. She cultivated high-value existing and new business relationships as well as being an active community volunteer. Ms. Chadwick currently serves as Regent with California Lutheran University,
where she has been active since 2013. She also serves on the Advisory Council for the Center for Nonprofit Leadership since 2016, Interface Children & Family Services Advisory Board since 2008, KCLU Advisory Board since 1995 and Rotary Club
of Oxnard.
Tom L. Dobyns (Age 68)
Mr. Dobyns was named to the Boards of CWBC and CWB in July 2017, and is a member of CWB’s Compensation Committee. Mr. Dobyns has more than 42 years of bank management experience, including as
Chief Executive Officer of Mission Community Bank (2011-2014); President and Chief Executive Officer of American Security Bank (2009-2011); President of the Retail Banking Group of Fullerton Community Bank (2004-2007); Executive Vice President of
First Interstate Bank (1981-1996), and a past member of the Board of Directors of the California Bankers Association. He currently has his own consulting company that assists both banks and non-banks in leadership and executive coaching. He is
a keynote speaker for organizations across the United States and abroad. Mr. Dobyns resides in Pismo Beach, CA and serves on several community-based non-profits. Currently he is the Director of Advancement for Coastal Christian School in Pismo
Beach.
John D. Illgen (Age 76)
Mr. Illgen has been a member of the Board of CWBC since its inception in 1997 and a founder and Director of CWB since 1989. He is Secretary of the Board of CWBC, a member of CWBC’s Nominating
and Corporate Governance, Audit Committees, Chairman of CWB’s Asset/Liability Committee, and a member of CWB’s Compensation Committee. Mr. Illgen was Sector Director and Vice President for Modeling and Simulation with Northrop Grumman
Information Systems until January 2018. He was Founder (1988), President and Chairman of Illgen Simulation Technologies, Inc. until its merger with Northrop Grumman Corporation in December 2003. Mr. Illgen is Chairman Emeritus of the Board of
Directors of the National Defense Industrial Association and appeared on television with the late General (Ret) Alexander Haig on “21st World Business Review” as an industry expert in information systems, modeling and simulation and
other technologies. Mr. Illgen is on the Advisory Board of the Santa Barbara Scholarship Foundation and is a Past President of Goleta Rotary Club. In 2012, Mr. Illgen received the International award, “Modern Day Technology Leader” from the
BEYA for his contributions to the Modeling and Simulation domain. The National Defense Training Association (NTSA) awarded Mr. Illgen their highest honor by awarding Mr. Illgen the Governor’s Life-Time Achievement Award for Modeling and
Simulation in 2017. Mr. Illgen also received Board Member Emeritus from the National Defense Industrial Association (NDIA). Mr. Illgen will remain on all committees with the NDIA.
James W. Lokey (Age 73)
Mr. Lokey has been a member of the Board of CWBC and CWB since June 2015. He is a member of CWBC’s Audit Committee, Executive Committee and CWB’s Credit Committee. Mr. Lokey has more than 42
years of bank management experience including as Chairman of the Board and Chief Executive Officer of Mission Community Bancorp (2010-2014); President of Rabobank, N.A. (2007-2009); President and Chief Executive Officer of Mid-State Bank &
Trust (2000-2007); President and Chief Executive Officer of Downey Savings (1997-1998); Executive Vice President of First Interstate Bank/Wells Fargo Bank (1973-1996) and Past Chairman of the California Bankers Association. He has significant
ties in the communities of the Central Coast, including serving as a member of the President’s Cabinet at Cal Poly State University in San Luis Obispo; a Director of Cal Poly Corporation and Chairman of its investment committee; and Director of
French Hospital Medical Center. Since retiring in 2014, Mr. Lokey has been active as a consultant and featured speaker regarding director education, enterprise risk management, and mergers and acquisitions.
Mr. Moharram was named to the Boards of CWBC and CWB in December 2011, and is a member of CWB’s Asset/Liability Committee. Mr. Moharram is a partner with the law firm Price Postel & Parma
LLP in Santa Barbara, where he specializes in real estate law. Mr. Moharram holds a B.A. in English Literature from the University of California, Santa Barbara, and a JD from the UCLA School of Law.
William R. Peeples (Age 78)
Mr. Peeples is Chairman of the Board of CWBC and a founder and Director of CWB since 1989. Mr. Peeples is Chairman of CWBC’s Nominating and Corporate Governance Committee and serves on CWB’s
Executive, Compensation and Management Succession Committees. Mr. Peeples served in various executive capacities, including as President and Chief Financial Officer of Inamed Corporation from 1985 to 1987. He also was a founder and Chief
Financial Officer of Nusil Corporation and Imulok Corporation from 1980 to 1985. Mr. Peeples has been active as a private investor and currently serves as Managing General Partner of two real estate partnerships. Mr. Peeples holds a BBA from
the University of Wisconsin – Whitewater, and an MBA from Golden Gate University, Air Force on-base program.
Martin E. Plourd (Age 63)
Mr. Plourd has been President, Chief Executive Officer and a member of the Board of CWB since November 2011 and President, Chief Executive Officer and member of the Board of CWBC since March
2012. Mr. Plourd serves on CWB’s Credit, Asset/Liability and Management Succession Committees and is a member of the Management Disclosure Committee. He has been in banking for over 39 years and has been a bank executive for over 20 years.
From July 2009 to October 2011, he worked as a private consultant with banks on engagements concerning strategic planning, acquisitions and compliance issues. From July 2005 to July 2009, Mr. Plourd served first as Chief Operating Officer and
then as President and Director of Temecula Valley Bank. Prior to that, he spent 18 years with Rabobank/Valley Independent Bank in El Centro, including his last position as Executive Vice President and Community Banking Officer. Mr. Plourd is an
executive board member of the Western Bankers Association and Goleta Valley Cottage Hospital Foundation Board of Trustees, an Advisory board member for the College of Agriculture at California State Polytechnic University, Pomona (Cal Poly), and
is a member of the Goleta Rotary Club. Mr. Plourd is a graduate of Stonier Graduate School of Banking and Cal Poly.
Christopher R. Raffo (Age 63)
Mr. Raffo has been a member of the Board of CWBC and CWB since July 2020. Mr. Raffo has thirty-five years of Capital Markets experience in Community and Regional banks.
Kirk B. Stovesand (Age 58)
Mr. Stovesand has been a member of the Board of CWBC and CWB since May 2003. Mr. Stovesand is Chairman of CWBC’s Audit Committee and serves on CWB’s Asset/Liability, and Credit Committees and is
Secretary of CWB’s Board. He is a partner of Walpole & Co., founded in 1974, which is a Certified Public Accounting and Consulting firm. Mr. Stovesand has served on the boards of both for-profit and not-for-profit organizations. He is a
graduate of the University of California Santa Barbara with a degree in Business Economics. Mr. Stovesand received a Masters Degree in Taxation from Golden Gate University and a Master Certificate in Global Business Management from George
Washington University. He is a Certified Financial Planner, certified in mergers and acquisitions, and a member of the American Institute of Certified Public Accountants.
The following sets forth, as of the Record Date, the names and certain other information concerning current executive officers of the Company, other than for Martin E. Plourd, who is a current director
and nominee.
William F. Filippin (Age 57)
Mr. Filippin, Executive Vice President and Chief Administrative and Credit Officer of CWB, has been with the Company since June 2015. Prior to joining the Company, Mr. Filippin served with
Heritage Oaks Bank (and Mission Community Bank until it was merged into Heritage Oaks Bank in February 2014) as Market Area President from March 2012 to May 2015; Executive Vice President and Chief Credit Officer from August 2010 to March 2012;
and, Senior Vice President and Credit Administrator from April 2009 to August 2010. Mr. Filippin is a founding member of the Paso Robles Optimist Club, served as President of the Paso Robles Kiwanis Club, and Chairman of the Arroyo Grande
Chamber of Commerce. He holds degrees in Agriculture Business Management from Cal Poly San Luis Obispo and from The Graduate School of Banking at the University of Wisconsin-Madison.
Susan C. Thompson (Age 58)
Ms. Thompson, Executive Vice President and Chief Financial Officer of CWBC and CWB, has been with the Company since June 2013. Ms. Thompson previously served as Senior Vice President and
Controller/Principal Accounting Officer at Western Alliance Bancorporation and prior to that as Senior Vice President and Controller of Pacific Capital Bancorporation. Ms. Thompson is an alumni of the public accounting firm of Deloitte
specializing in their financial services practice. Ms. Thompson is a certified public accountant and a member of the Financial Managers Society. Ms. Thompson is a graduate of Pacific Coast Banking School and holds a Bachelor of Science degree
in accounting from the University of Utah.
Timothy J. Stronks (Age 52)
Mr. Stronks, Executive Vice President and Chief Operating Officer of CWB, has been with the Company since July 2018. Mr. Stronks previously served as Senior Vice President, Deputy Director of
Operations with Rabobank and prior to that as Executive Vice President for Pacific Premier Bank and Executive Vice President, Chief Information Officer of Heritage Oaks Bank (which was acquired by Pacific Premier Bank in March 2017). Mr. Stronks
also previously held various positions at Business First National Bank (acquired by Heritage Oaks Bank) in Santa Barbara, CA and Santa Barbara Bank and Trust. Mr. Stronks is a Certified Information Security Manager and serves on the board of the
Science and Engineering Council of Santa Barbara. Mr. Stronks is a graduate of Pacific Coast Banking School, holds a Bachelor of Arts degree in International Political Science and Slavic Languages and Literatures from the University of
California at Santa Barbara, and an MBA in IT Management from Western Governors University.
The Nominating and Corporate Governance Committee (NCGC) has reviewed with the Board the specific experience, qualifications, attributes and skills of each Director, including each nominee for
election as a Director at the Meeting. The NCGC has concluded that each Director has the appropriate skills and characteristics required of Board membership, and each possesses an in-depth knowledge of the Company’s business and strategy. The
NCGC further believes that our Board is composed of well-qualified and well-respected Directors who are prominent in business, finance and the local community. The experience and key competencies of each Director, as reviewed and considered by
the NCGC, are set forth below.
Material Litigation Involving Directors and Executive Officers
As of the date of this Proxy Statement, none of the Company’s Directors and/or Executive Officers is involved in any material proceeding as a party that is adverse to the Company or CWB or has
a material interest adverse to the Company or CWB. In addition, none of the Company’s Directors and/or Executive Officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the ten year
period prior to the date of this Proxy Statement.
Significant Employees
Although the Company and CWB considers each of their employees to be integral to the success of their respective operations in light of their individual contributions to the enterprise, as of
the date of this Proxy Statement, neither the Company nor CWB has any “significant employees” within the meaning of Item 401(c) of SEC Regulation S-K.
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS
Meetings and Committees
The Company’s Board met 13 times (12 regular meetings and one special meeting) during the year ended December 31, 2020, and had the following
standing committees of the Company or the Bank that met during the year: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. In addition, the Company’s Directors served on the Board of Directors of CWB,
including the various committees established by CWB. During 2020, none of the Company’s Directors attended less than 75% of the Company’s Board meetings and meetings of committees on which they served. All Board members attended the 2020
Annual Meeting of Shareholders.
CWBC’s Audit Committee is composed of four independent Directors: Messrs. Stovesand, Illgen, Lokey, and Mrs. Boutain. This Committee is responsible for review of all internal and external
examination reports and selection of the Company’s independent auditors. The Audit Committee met 12 times during 2020.
CWBC’s Nominating and Corporate Governance Committee is composed of three independent Directors: Messrs. Peeples, Bartlein, and Illgen. The Committee is responsible for recommendations
regarding the Board’s composition and structure and policies and processes regarding overall corporate governance. The Committee met one time during 2020.
CWB’s Compensation Committee is composed of five independent Directors: Mrs. Blois and Messrs. Bartlein, Dobyns, Illgen and Peeples. The Committee is responsible for determining executive
compensation. This Committee met two times, including at least once in each six-month period, during 2020.
Board Leadership Structure and Role in Risk Oversight
The position of Chairman of the Board is separate from the position of Chief Executive Officer for each of the Company and CWB. William R. Peeples, a non-employee independent Director, has
been elected as the Chairman of the Company and Robert H. Bartlein, a non-employee independent Director, has been elected as the Chairman of CWB. Martin E. Plourd is serving as President and Chief Executive Officer of the Company and CWB.
Separating these positions allows the Chief Executive Officer to focus on day-to-day business, while allowing the Chairman of the Boards of each of the Company and CWB to lead the respective Boards in their fundamental role of providing advice
to and independent oversight of management. The Board recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required for
those individuals to serve as the Company and Bank Chairman, particularly as the Board’s oversight responsibilities continue to grow. While the Company’s bylaws and corporate governance guidelines do not require that the Company’s Chairman and
Chief Executive Officer positions be separate, the Board believes that having separate positions and having independent outside Directors serve as the Chairman of each of the Company and CWB is the appropriate leadership structure for the
Company at this time and demonstrates the Company’s commitment to good corporate governance.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including economic risks, environmental,
cybersecurity, and regulatory risks, and others, such as the impact of competition. Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility
for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
The Board believes that establishing the right “tone at the top” and that full and open communication between management and the Board of Directors is essential for effective risk management
and oversight. The Company’s Chairman and CWB’s Chairman meet regularly with the President and Chief Executive Officer and other senior officers to discuss strategy and risks facing the Company. Senior management is available to address any
questions or concerns raised by the Board on risk management and any other matters. Periodically, the Board of Directors receives presentations from senior management on strategic matters involving the Company’s operations. The Board holds
strategic planning sessions with senior management to discuss strategies, key challenges and risks and opportunities for the Company.
While the Board is ultimately responsible for risk oversight at the Company, the Board’s various standing committees assist the Board in fulfilling its oversight responsibilities in certain
areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and
discusses policies with respect to risk assessment and risk management. Risk assessment reports are regularly provided by management to the Audit Committee. The Compensation Committee of the Board assists the Board in fulfilling its oversight
responsibilities with respect to the management of risks arising from compensation policies and programs. The Nominating and Corporate Governance Committee of the Board assists the Board in fulfilling its oversight responsibilities with
respect to the management of risks associated with Board organization, membership and structure, succession planning for our Directors and executive officers and corporate governance.
Shareholder Communication with Directors
Shareholders may communicate directly with the Board by writing to:
William R. Peeples, Chairman of the Board of Directors
Community West Bancshares
445 Pine Avenue
Goleta, CA 93117-3709
Audit Committee Report
The Report of the Audit Committee of the Board will not be deemed filed under the Securities Act of 1933, as amended (Securities Act) or under the Exchange Act.
The Board maintains a separately designated standing Audit Committee within the meaning of Section 3(a)(58) of the Exchange Act. The Audit Committee is comprised of four of the Company’s
Directors, each of whom meet the independence and experience requirements of the NASDAQ Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The Audit Committee assists the Board in monitoring the accounting, auditing and financial
reporting practices of the Company. The Audit Committee operates under a written Charter, which is assessed annually for adequacy. The Audit Committee Charter was last ratified in February 25, 2021 and is included as Appendix A of this proxy
statement.
Based on the attributes, education and experience requirements under the NASDAQ Listing Rules, the requirements set forth in section 407 of the Sarbanes-Oxley Act of 2002 (“SOX”) and associated
regulations, the Board has identified Kirk B. Stovesand as an “Audit Committee Financial Expert” as defined under Item 407 (d) (5) of Regulation S-K, and has determined him to be independent.
Management is responsible for the preparation of the Company’s financial statements and financial reporting process, including its system of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee:
|
•
|
Reviewed and discussed with management the audited financial statements contained in the Company’s Annual Report on Form 10-K for fiscal 2020; and
|
|
•
|
Obtained from management their representation that the Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
|
The Company’s 2020 independent auditor, RSM US LLP (RSM), was responsible for performing an audit of the Company’s financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB) and expressing an opinion on whether the Company’s financial statements present fairly, in all material respects, the Company’s financial position and results of operations for the periods
presented and conform with accounting principles generally accepted in the United States. In fulfilling its oversight responsibilities, the Audit Committee:
|
•
|
Discussed with RSM the matters required to be discussed by Statement on Auditing Standards No. 1301, Communications with Audit Committees (AS 1301); and
|
|
•
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Received and discussed with RSM the written disclosures and the letter from RSM required by applicable requirements of the PCAOB regarding RSM’s communications with the Audit Committee concerning independence, and reviewed and
discussed with RSM whether the rendering of the non-audit services provided by them to the Company during fiscal 2020 was compatible with their independence.
|
In performing its functions, the Audit Committee acts only in an oversight capacity. It is not the responsibility of the Audit Committee to determine that the Company’s financial statements
are complete and accurate, are presented in accordance with accounting principles generally accepted in the United States or present fairly the results of operations of the Company for the periods presented or that the Company maintains
appropriate internal controls. Further, it is not the duty of the Audit Committee to determine that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards or that the
Company’s auditors are independent.
Based upon the reviews and discussions described above, and the report of RSM, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.
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THE AUDIT COMMITTEE
|
|
|
|
Kirk B. Stovesand, Chairman
|
|
Dana L. Boutain
|
|
John D. Illgen
|
|
James W. Lokey
|
Dated: February 25, 2021
|
|
Nominating and Corporate Governance Committee
The Company’s Nominating and Corporate Governance Committee (NCGC) was established in February 2004 and the committee charter (Charter) is annually assessed and was last ratified on February
24, 2021. A copy of the Charter, as amended is included as Appendix B to this Proxy Statement. The NCGC, consisting of three independent Directors, makes recommendations to the Board regarding the Board’s composition and structure,
nominations for elections of Directors, and policies and processes regarding principles of corporate governance to ensure the Board’s compliance with its fiduciary duties to the Company and its shareholders. The NCGC reviews the qualifications
of, and recommends to the Board, candidates as additions, or to fill Board vacancies, if any were to occur during the year.
The NCGC will consider, as part of its nomination process, any Director candidate recommended by a shareholder of the Company who follows the procedures in this Proxy Statement shown under the
heading “2021 Shareholder Proposals” set forth below. The NCGC will follow the processes in the Charter when identifying and evaluating overall Board composition and individual nominees to the Board.
Additional information regarding (i) the NCGC’s policy with regard to the consideration of any Director candidates recommended by security holders and related procedures to be followed by
security holders in submitting such recommendations, (ii) minimum qualifications of Director candidates, and (iii) the NCGC’s process for identifying and evaluating nominees for Directors, is incorporated herein by reference to the Charter.
The NCGC determines the required selection criteria and qualifications of Director nominees based upon the Company’s needs at the time nominees are considered. In general, Directors should
possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company’s shareholders. In addition to the foregoing considerations, the NCGC will consider criteria
such as strength of character and leadership skills; general business acumen and experience; broad knowledge of the industry; number of other board seats; and, willingness to commit the necessary time to ensure an active board whose members
work well together and possess the collective knowledge and expertise required by the Board. The NCGC considers these same criteria for candidates regardless of whether the candidate was identified by the NCGC, by shareholders, or any other
source.
The goal of the NCGC is to seek to achieve a balance of knowledge, diversity, and experience on the Company’s Board. To this end, the NCGC seeks nominees with the highest professional and
personal ethics and values, an understanding of the Company’s business and industry, diversity of business experience, expertise and backgrounds, a high level of education, broad-based business acumen and the ability to think strategically.
The composition of the current Board reflects diversity in business and professional experience, skills, and gender. The NCGC reviews the effectiveness of the Charter in achieving the goals of the NCGC as stated therein annually.
Compensation Committee
The Compensation Committee (CC) assists the Board by reviewing and approving the Company’s overall compensation and benefit programs and administering the compensation of the Company’s
executive and senior officers. The CC is comprised of five of the Company’s Directors, each of whom meet the current independence and experience requirements of the applicable provision of the NASDAQ Listing Rules and requirements of the SEC.
At the February 2020 meeting, the CC utilized the services of outside compensation consultants Equias Alliance and Blanchard Consulting Group to educate the CC on best practices, equity incentive plans and trends in executive and director
compensation. The CC operates under a written charter that is assessed annually for adequacy. The CC’s charter was last amended on February 25, 2021 and is included as Appendix C to this proxy statement.
The CC’s policies and underlying philosophy governing the Bank’s executive compensation program, as endorsed by the Compensation Committee and the Board of Directors, are designed to accomplish
the following: (i) maintain a compensation program that is equitable in a competitive marketplace; (ii) provide opportunities that integrate pay with the Bank’s annual and long‐term performance; (iii) encourage achievement of strategic
objectives and creation of shareholder value; (iv) recognize and reward individual initiative and achievements; (v) maintain an appropriate balance between base salary and incentive compensation; and, (vi) allow the Bank to attract, retain, and
motivate talented executives.
The CC is responsible for and is authorized to:
|
1.
|
Annually review and determine (i) the compensation, including salary, bonus, incentive and other compensation of the Chief Executive Officer, (ii) approve corporate goals and objectives relevant to
compensation of the Chief Executive Officer, and (iii) evaluate performance in light of these goals and objectives, approve compensation in accordance therewith and provide a report thereon to the Board.
|
|
2.
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Annually review the amounts and terms of base salary, incentive compensation and all other forms of compensation for the Company’s Executive Officers, and report the CC’s findings to the Board.
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3.
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Assess bank compensation programs including bonus and incentive plans for risk that may materially affect the long‐term viability of the Bank. Risk management practices should include an assessment of the
internal control environment surrounding the compensation programs, ensure the review and approval process is evident and the documentation is adequate to support the results and contains appropriate clawback provisions.
|
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i.
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This annual risk assessment will be conducted by the Chief Risk Officer who will then provide documentation supporting his/her recommendations to the CC.
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4.
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Review Executive Officer compensation in reference to Section 162(m) of the Internal Revenue Code, as it may be amended from time to time, and any other applicable laws, rules and regulations. This review
may be conducted by external compensation consultants as deemed appropriate by the CC.
|
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5.
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Annually review and make recommendations to the Board with respect to incentive based compensation plans and equity based plans. Establish criteria for the terms of awards granted to participants under
such plans. Grant awards in accordance with such criteria and exercise all authority granted to the CC under such plans, or by the Board in connection with such plans.
|
|
6.
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Recommend to the Board the compensation for Directors (including retainer, CC and CC chair fees, stock options and other similar items, as appropriate).
|
|
7.
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Evaluate the need for or any modifications to employment agreements, severance arrangements and change in control agreements and provisions, as well as any special supplemental benefits.
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8.
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Conduct an annual review of the CC’s performance and periodically assess the adequacy of its charter and recommend changes to the Board as needed.
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9.
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Retain, at the expense of the Bank, compensation consultants, outside counsel and other advisors as the CC may deem appropriate in its sole discretion. The CC shall have authority to approve related fees
and retention terms.
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10.
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Perform any other activities consistent with this Charter, the Company’s By‐laws and governing law as the CC or the Board deem appropriate. Delegate responsibility to subcommittees of the CC as necessary or
appropriate. Regularly report to the Board on the CC’s activities.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the years ended December 31, 2020 and 2019, the compensation information for Martin E. Plourd, President and Chief Executive Officer of CWBC and CWB, and for
the two other most highly compensated executive officers who earned at least $100,000 in 2020 (collectively, the Named Executive Officers).
Name and
Principal
Position
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Option
Awards
(1)
|
|
|
Nonqualified Deferred Compensation Earnings
|
|
|
All Other Compensation
(2)
|
|
|
Total
|
Martin E. Plourd, President and Chief Executive Officer, CWBC and CWB
|
2020
|
|
$
|
450,000
|
|
|
$
|
250,000
|
|
|
$
|
32,578
|
|
|
|
-
|
|
|
$
|
64,645
|
|
|
$
|
797,223
|
2019
|
|
$
|
433,333
|
|
|
$
|
200,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
68,506
|
|
|
$
|
701,839
|
William F. Filippin, Executive Vice President Chief Administrative and Credit
Officer, CWB
|
2020
|
|
$
|
285,000
|
|
|
$
|
100,000
|
|
|
$
|
2,198
|
|
|
|
-
|
|
|
$
|
46,738
|
|
|
$
|
433,936
|
2019
|
|
$
|
266,667
|
|
|
$
|
55,000
|
|
|
$
|
20,180
|
|
|
|
-
|
|
|
$
|
45,794
|
|
|
$
|
387,641
|
Timothy J. Stronks, Executive Vice President and Chief Operating Officer, CWB
|
2020
|
|
$
|
242,740
|
|
|
$
|
90,000
|
|
|
$
|
2,198
|
|
|
|
-
|
|
|
$
|
36,311
|
|
|
$
|
371,249
|
2019
|
|
$
|
228,833
|
|
|
$
|
60,000
|
|
|
$
|
13,454
|
|
|
|
-
|
|
|
$
|
31,071
|
|
|
$
|
333,358
|
(1) The dollar value of option awards represents the aggregate grant date fair value of option awards granted during the applicable fiscal year as computed in accordance with FASB ASC
Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The terms of the 2006 and 2014 Plans are described below in “Stock Option Plans.” Furthermore, the amount recognized for these
awards was calculated based on the Black-Scholes option-pricing model. See the Company’s Annual Report on Form 10-K, at Note 11 to the Company’s Financial Statements for the year ended December 31, 2020.
(2) “All Other Compensation” includes the following:
ALL OTHER COMPENSATION
|
Name
|
|
Year
|
|
|
401k
Match
|
|
|
Deferred Compensation
|
|
|
Life
Insurance Premium
|
|
|
Company Car/Car Allowance
|
|
|
Club Membership
|
|
|
Relocation
|
Martin E. Plourd
|
|
|
2020
2019
|
|
|
$
$
|
8,100
8,100
|
|
|
$
$
|
53,800
52,000
|
|
|
$
$
|
3,564
3,564
|
|
|
$
$
|
981
1,392
|
|
|
$
|
-
2,100
|
|
|
|
-
|
William F. Filippin
|
|
|
2020
2019
|
|
|
$
$
|
8,100
8,100
|
|
|
$
$
|
32,964
32,000
|
|
|
$
$
|
1,816
1,804
|
|
|
$
$
|
4,822
2,540
|
|
|
|
-
-
|
|
|
|
-
|
Timothy J. Stronks
|
|
|
2020
2019
|
|
|
$
$
|
8,100
2,863
|
|
|
$
$
|
28,854
27,400
|
|
|
$
$
|
811
808
|
|
|
|
-
-
|
|
|
|
-
-
|
|
|
|
-
-
|
Employment Arrangements and Other Factors Affecting 2020 Compensation
During 2020, the terms of each of Mr. Plourd’s, Mr. Filippin’s, and Mr. Stronks’ employment was governed by a written employment agreement with the Company as described below:
Potential Payments upon Retirement, Termination or Change-In-Control
Employment Arrangements for Martin E. Plourd
Mr. Plourd has an employment contract, effective November 2, 2011, with an annual base salary of $450,000 as of March 1, 2020 and subsequently adjusted to $500,000 as of March 1, 2021, for his
service as President and Chief Executive Officer of the Company and the Bank. The terms of this employment agreement was set to terminate on December 31, 2020, but was automatically renewed under its own terms for an additional 12 months. The
employment agreement automatically renews for successive 12 month periods unless at least three months before the expiration of any preceding term or renewal term, either (a) the Board provides written notice of non-renewal to Mr. Plourd or (b)
Mr. Plourd provides written notice of non-renewal to the Bank. During January of each year during the term of the employment agreement and any renewal term, the Board will review Mr. Plourd’s base salary and will determine, in its sole
discretion, whether or not to adjust such salary. Any such salary adjustment will be effective as of the first day of such calendar year. Subject to the terms of the Company’s Compensation Policy (which is attached as Exhibit C to Mr.
Plourd’s employment agreement), Mr. Plourd will be eligible to receive an annual bonus in an amount, if any, as determined by the Board of Directors in its sole discretion. For 2020 and 2019, $250,000 and $200,000, respectively of bonus
amounts were awarded. Mr. Plourd is eligible to receive stock option grants to purchase shares of Common Stock as may be determined by the Board of Directors in its sole discretion. See “Outstanding Equity Awards at Fiscal Year-End” table.
Mr. Plourd was furnished a company car beginning in 2015.
In connection with Mr. Plourd’s employment agreement, the Company and Mr. Plourd have also entered into an Indemnification Agreement pursuant to which the Company has agreed to indemnify Mr.
Plourd in the event he is made a party to or threatened to be made a party to, or otherwise involved in, any suit or proceeding, whether brought in the name of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature, in which he may be or may have been involved as a party or otherwise (other than as plaintiff against the Company), by reason of the fact that he is or was a director or officer of the
Company, or is or was serving as a director, officer, employee or agent of any other enterprise at the request of the Company or by reason of any action taken by him or of any inaction on his part while acting in such capacity. Any
payments made to Mr. Plourd pursuant to the indemnification agreement are subject to and conditioned upon compliance with any and all applicable Federal and state laws and regulations and all benefits and privileges to which he is otherwise
entitled by law or pursuant to the Bylaws of the Company.
In addition, Mr. Plourd has a deferred compensation account established and maintained at CWB for his benefit. To this account, the Company credited $100,000 on December 31, 2011. In
addition, 1% per month of his annual salary will also be credited to this account during the term of Mr. Plourd’s employment. Monthly interest credits will be earned throughout the term of the agreement at the then-current CWB three-year
certificate of deposit rate on an annualized basis. No funds in this account will vest prior to the date Mr. Plourd attains age 65, and normal payments will not commence until such time as Mr. Plourd attains age 66, whether or not he is
employed by the Company. In the event of a change of control before Mr. Plourd attains age 65, the total amount credited to this account will become fully vested.
Mr. Plourd also has a Salary Continuation Agreement, effective as of December 30, 2013. Upon separation from service after normal retirement age, he will receive $1,500,000 in $100,000
payments over a 15-year period commencing the month following his separation from service. No funds in this account will vest prior to the date Mr. Plourd attains age 65. If early involuntary termination occurs, he will be paid 100% of the
accrued benefit in one lump sum. Also, in the event of disability prior to normal retirement age, he will be paid 100% of the accrued benefit in lieu of any other benefit hereunder, paid in 180 equal monthly installments. At December 31, 2020
his accrued unvested benefit was $727,889. If a change of control occurs, followed within 24 months by separation of service prior to normal retirement age, Mr. Plourd will receive within 30 days a lump-sum benefit of $1,130,357 and any
gross-up required, in lieu of any other benefit thereunder. In the event of death prior to or subsequent to commencement of benefit payments, there are provisions relating to payments to designated beneficiaries.
Assuming a separation from service occurred on December 31, 2020 following a change of control, the Company estimates that aggregate compensation due to Mr. Plourd in such event, approximately
$2.0 million, would result in an “excess parachute payment” of approximately $0.3 million under Internal Revenue Code Section 280G and that such “excess parachute payment” would be subject to a 20% excise tax. Under the terms of Mr. Plourd’s
Salary Continuation Agreement, the Company has agreed to pay Mr. Plourd a “gross up payment” equal to the amount of this excise tax. As of December 31, 2020, the Company’s potential “gross-up payment” was estimated to be $43,000.
Mr. Plourd’s employment agreement specifies that, in the event of termination without cause or on non-renewal, he would continue to receive salary and benefits plus deferred compensation for a
period of three months following the Bank’s written notice of Mr. Plourd’s termination or non-renewal, and one year’s base salary. The contract continues Mr. Plourd’s health insurance, dental insurance, short-term disability insurance and life
insurance for 18 months. Also, the contract contains a change of control (as defined) clause whereby, if he is terminated within one year following such event, he would be entitled to base salary and benefits for a period of one year.
During 2020, the Company granted stock option awards to Mr. Plourd which are reported in the “Summary Compensation Table” above and in the “Outstanding Equity Awards at Fiscal Year-End Table”
below.
Employment Arrangements for William F. Filippin
Mr. Filippin has an employment contract, effective June 1, 2015 with an annual base salary as of July 1, 2020 of $285,000. Beginning of March 1, 2021, Mr. Filippin’s annual base salary was
adjusted to $300,000. In addition, he has a deferred compensation account established and maintained at CWB for his benefit. To this account the Company credited $40,000 on September 30, 2015. Also, the Company will credit 1% per month of
his annual salary during the term of his employment. Monthly interest credits will be earned throughout the term of the agreement at the then-current CWB three-year certificate of deposit rate. No funds in this account will vest prior to the
date Mr. Filippin attains age 65, and normal payments will not commence until such time as Mr. Filippin attains age 66, whether or not he is employed by the Company. In the event of a change of control, the total amount credited to this
account will become fully vested. Mr. Filippin was furnished a company car beginning in 2018.
Mr. Filippin’s contract specifies that, in the event of termination without cause, he would continue to receive salary and benefits plus deferred compensation for a period of three months.
Also, the contract contains a change of control (as defined) clause whereby, if he is terminated within one year following such event, he would be entitled to base salary and benefits for a period of one year. Mr. Filippin is also eligible for
an annual bonus which is determined by the Board in its sole discretion. For 2020 and 2019, respectively, $100,000 and $55,000 bonus amounts were awarded.
Mr. Filippin also has a Salary Continuation Agreement, effective as of September 28, 2018. Upon separation from service after normal retirement age, he will receive $750,000 in $50,000
payments over a 15-year period commencing the month following his separation from service. No funds in this account will vest prior to the date Mr. Filippin attains age 65. If early involuntary termination without cause occurs, he will be
paid 100% of the accrued benefit in one lump sum. If early involuntary termination with cause occurs he receives no benefit. Also, in the event of disability prior to normal retirement age, he will be paid 100% of the accrued benefit in lieu
of any other benefit hereunder, paid in 180 equal monthly installments. At December 31, 2020 his accrued unvested benefit was $92,133. If a change of control occurs, followed within 24 months by separation of service prior to normal
retirement age, Mr. Filippin will receive within 30 days a lump-sum benefit of $538,585 and any gross-up required, in lieu of any other benefit thereunder. In the event of death prior to or subsequent to commencement of benefit payments, there
are provisions relating to payments to designated beneficiaries.
Assuming a separation from service occurred on December 31, 2020 following a change of control, the Company estimates that aggregate compensation due to Mr. Filippin in such event,
approximately $1 million, would result in an “excess parachute payment” of approximately $0.1 million under Internal Revenue Code Section 280G and that such “excess parachute payment” would be subject to a 20% excise tax. Under the terms of
Mr. Filippin’s Salary Continuation Agreement, the Company has agreed to pay Mr. Filippin a “gross up payment” equal to the amount of this excise tax. As of December 31, 2020, the Company’s potential “gross-up payment” was estimated to be
$15,000.
During 2020, the Company granted stock option awards to Mr. Filippin which are reported in the “Summary Compensation Table” above and in the “Outstanding Equity Awards at Fiscal Year-End Table”
below.
Employment Arrangements for Timothy J. Stronks
Mr. Stronks has an employment contract, effective July 23, 2018. Mr. Stronks’ annual base salary was $242,740 as of March 1, 2020. Beginning March 1, 2021 Mr. Stronks’ annual base salary was
adjusted to $256,000. In addition, he has a deferred compensation account established and maintained at CWB for his benefit. To this account, the Company will credit 1% per month of his annual salary during the term of his employment.
Monthly interest credits will be earned throughout the term of the agreement at the then-current CWB three-year certificate of deposit rate. No funds in this account will vest prior to the date Mr. Stronks attains age 65, and normal payments
will not commence until such time as Mr. Stronks attains age 66, whether or not he is employed by the Company. In the event of a change of control, the total amount credited to this account will become fully vested.
Mr. Stronks’ contract specifies that, in the event of termination without cause, he would continue to receive salary and benefits plus deferred compensation for a period of three months. Also,
the contract contains a change of control (as defined) clause whereby, if he is terminated within one year following such event, he would be entitled to base salary and benefits for a period of one year. Mr. Stronks is also eligible for an
annual bonus which is determined by the Board in its sole discretion. For 2020 and 2019, respectively, $90,000 and $60,000 bonus amounts were awarded.
The Board on February 27, 2020, approved a Salary Continuation Agreement for Mr. Stronks. The completion and execution of that Salary Continuation Agreement is subject to certain conditions.
Under the terms of the agreement, upon separation from service after normal retirement age, Mr. Stronks will receive $750,000 in $50,000 payments over a 15-year period commencing the month following his separation from service. No funds in
this account will vest prior to the date Mr. Stronks attains age 66. If early involuntary termination without cause occurs, he will be paid 100% of the accrued benefit in one lump sum. If early involuntary termination with cause occurs he
receives no benefit. Also, in the event of disability prior to normal retirement age, he will be paid 100% of the accrued benefit in lieu of any other benefit hereunder, paid in 180 equal monthly installments. At December 31, 2020 his accrued
unvested benefit was $20,170. If a change of control occurs, followed within 24 months by separation of service prior to normal retirement age, Mr. Stronks will receive within 30 days a lump-sum benefit of $538,585 and any gross-up required,
in lieu of any other benefit thereunder. In the event of death prior to or subsequent to commencement of benefit payments, there are provisions relating to payments to designated beneficiaries.
Assuming a separation from service occurred on December 31, 2020 following a change of control, the Company estimates that aggregate compensation due to Mr. Stronks in such event, approximately
$0.8 million, would result in an “excess parachute payment” of approximately $0.2 million under Internal Revenue Code Section 280G and that such “excess parachute payment” would be subject to a 20% excise tax. Under the terms of Mr. Stronks’
Salary Continuation Agreement, the Company has agreed to pay Mr. Stronks a “gross up payment” equal to the amount of this excise tax. As of December 31, 2020, the Company’s potential “gross-up payment” was estimated to be $14,000.
During 2020, the Company granted stock option awards to Mr. Stronks which are reported in the “Summary Compensation Table” above and in the “Outstanding Equity Awards at Fiscal Year-End Table”
below.
Stock Option Plans
The 2006 Stock Option Plan
On March 23, 2006, the Company’s Board adopted the 2006 Stock Option Plan (2006 Plan) and it was subsequently approved by the shareholders at the 2006 Annual Meeting of Shareholders. The 2006
Plan expired on March 23, 2016. At December 31, 2020, the number of shares to be issued upon exercise of outstanding options granted pursuant to the 2006 Plan was 129,900 shares.
The 2014 Stock Option Plan
On March 27, 2014, the Company’s Board adopted the 2014 Stock Option Plan (2014 Plan) and it was subsequently approved by the shareholders at the 2014 Annual Meeting of Shareholders. The 2014
Plan provides for the issuance of up to 750,000 shares of the Company’s Common Stock to Directors, officers and key employees of the Company and CWB. At December 31, 2020, the number of shares to be issued upon exercise of outstanding options
granted pursuant to the 2014 Plan was 598,200 shares, and the number of shares of Common Stock remaining available for future issuance under the 2014 Plan was 50,700 shares. See the tables below entitled “Outstanding Equity Awards at Fiscal
Year-End” and “Director Compensation Table” for more information regarding options outstanding as of December 31, 2020.
Eligibility. Full-time employees, officers and Board members of the Company and subsidiaries,
including CWB, are eligible to receive awards under the 2014 Plan at the discretion of the Board.
Plan Term. The 2014 Plan’s term commenced on May 22, 2014 and will terminate on May 22, 2024 (subject
to early termination is described herein).
Administration. The 2014 Plan is administered by the Board, serving as the “Stock Option Committee”,
one or more of whom may also be executive officers and therefore may not be deemed to be “independent,” as that term is defined in the listing standards of the NASDAQ Stock Market, LLC. Members of the Board receive no additional compensation
for their administration of the Plans. Each Director will abstain from approving the grant of any options to themselves. Options may be granted only to Directors, officers and key employees of the Company and any subsidiary, including CWB.
Subject to the express provisions of the 2014 Plan, the Board is authorized to construe and interpret the 2014 Plan, and make all the determinations necessary or advisable for administration of the 2014 Plan. The full text of the 2014 Plan is
available as Appendix A to the Company’s Amendment No. 1 to Schedule 14A filed with the SEC on May 5, 2014.
Incentive and Non-Qualified Stock Options. The 2014 Plan provides for the grant of both incentive stock
options and non-qualified options. Incentive stock options are available only to persons who are employees of the Company, and are subject to limitations imposed by applicable sections of the Internal Revenue Code, as amended, including a
$100,000 limit on the aggregate fair market value (determined on the date the options are granted) of shares of Common Stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar
year (under the 2014 Plan and all other “incentive stock option” plans of the Company). Any options granted under the 2014 Plan which do not meet the limitations for incentive stock options, or which are otherwise not deemed to be incentive
stock options, are deemed “non-qualified.”
Amendment and Termination of the 2014 Plan. The 2014 Plan, and all stock options previously granted
under the 2014 Plan, will terminate upon the dissolution or liquidation of the Company, upon a consolidation, reorganization, or merger as a result of which the Company is not the surviving corporation, or upon a sale of all or substantially
all of the assets of the Company. However, all options theretofore granted will become immediately exercisable in their entirety upon the occurrence of any of the foregoing, and any options not exercised immediately upon the occurrence of any
of the foregoing events will terminate, unless provision is made for the assumption or substitution thereof. As a result of these acceleration provisions, even if an outstanding option were not fully vested as to all increments at the time of
the event, that option will become fully vested and exercisable. The Board may at any time suspend, amend or terminate the 2014 Plan, and may, with the consent of the respective optionee, make such modifications to the terms and conditions of
outstanding options as it may deem advisable. Certain amendments to the 2014 Plan may also require shareholder approval if such amendment or modification would: (a) materially increase the number of shares of Common Stock which may be issued
under the 2014 Plan; (b) materially increase the number of shares of Common Stock which may be issued at any time under the 2014 Plan to all Directors who are not also officers or key employees of the Company; (c) materially modify the
requirements as to eligibility for participation in the 2014 Plan; (d) increase or decrease the exercise price of any option granted under the 2014 Plan; (e) increase the maximum term of options provided for in the 2014 Plan; (f) permit options
to be granted to any person who is not an eligible participant; or (g) change any provision of the 2014 Plan which would affect the qualification as an incentive stock option under the 2014 Plan. The amendment, suspension or termination of the
2014 Plan will not, without the consent of the optionee, alter or impair any rights or obligations under any outstanding option under the 2014 Plan.
Adjustments Upon Changes in Capitalization. The total number of shares covered by the 2014 Plan and the
price, kind and number of shares subject to outstanding options thereunder, will be appropriately and proportionately adjusted if the outstanding shares of Common Stock are increased, decreased, changed into or exchanged for a different number
or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation or otherwise, without consideration to CWBC as provided in the 2014 Plan.
Fractional share interests of such adjustments may be accumulated, although no fractional shares of stock will be issued under the 2014 Plan.
The 2020 Omnibus Equity Incentive Plan
On February 27, 2020, the Company’s Board adopted the 2020 Omnibus Equity Incentive Plan (2020 Plan) and it was subsequently approved by the shareholders at the 2020 Annual Meeting of
Shareholders. The 2020 Plan provides for the issuance of up to 500,000 shares of the Company’s Common Stock to Directors, officers and key employees and consultants of the Company and CWB pursuant to stock options and restricted stock awards
(Awards). At December 31, 2020, the number of shares to be issued upon exercise of outstanding options granted pursuant to the 2020 Plan was zero shares, and the number of shares of Common Stock remaining available for future issuance under
the 2020 Plan was 500,000 shares. Under the 2020 Plan, a non-employee director of the Company may not be granted Awards (whether through grants of restricted stock or stock options) of more than 100,000 shares of Company Common Stock in any
one calendar year. See the tables below entitled “Outstanding Equity Awards at Fiscal Year-End” and “Director Compensation Table” for more information regarding options outstanding as of December 31, 2020.
Eligibility. Directors, officers, and key employees of, and consultants to, the Company or any
subsidiary, including CWB, are eligible to receive awards under the 2020 Plan at the discretion of the Committee. Consultants may receive such awards if they have rendered bona fide services not in connection with the offer and sale
of securities of the Company in a capital raising transaction.
Plan Term. The 2020 Plan’s term commenced on February 27, 2020 and will terminate on February 27, 2030 (subject to early termination is
described herein).
Administration. The 2020 Plan is administered by the Company’s Compensation Committee (the “Committee”
currently comprised of five non-employee directors each of whom meet current independence and experience requirements of the applicable provision of the NASDAQ Listing Rules and requirements of the SEC; provided, however that the Board may, in
its sole discretion, resolve to administer the 2020 Plan. Subject to the express provisions of the 2020 Plan, the Committee is authorized to construe and interpret the 2020 Plan, and make all the determinations necessary or advisable for
administration of the 2020 Plan. Members of the Committee and Board receive no additional compensation for their administration of the 2020 Plan. Awards under the Plan may be in the form of restricted stock and/or stock options, including
incentive stock options to eligible grantees. The full text of the 2020 Plan is available as Appendix B to the Company’s Schedule 14A filed with the SEC on April 13, 2020.
Restricted Stock. An Award of restricted stock is a grant of shares of the Company Common Stock conditioned upon either the achievement of
certain performance criteria or the lapse of time. Performance criteria may include results for net income, return on average assets, return on average equity, efficiency ratio, and various measure of credit quality such as the ratio of
non-performing assets to total assets.
Subject to the terms of the 2020 Plan, the Committee will determine the number of restricted stock subject to an Award to a participant. The Committee may provide or impose different terms and
conditions on any particular Award, including without limitation: (i) the participant’s right to the restricted stock will not vest for a period of time; (ii) restrictions on the sale, assignment, transfer, hypothecation or other disposition of
any right or interest in the award; (iii) the requirement that the participant’s rights and interests in the award be forfeited upon termination of employment for specified reasons within a specified period of time; and (iv) the requirement
that the participant’s rights and interests in the award be forfeited upon the failure to achieve previously designated performance-based criteria.
Until the restrictions have lapsed, participants may not assign, transfer, sell, exchange, encumber, pledge, or otherwise hypothecate or dispose of any right or interest in the Award, including
the underlying restricted stock, other than as permitted by the 2020 Plan. If participant is employed on the date certain corporate events occur, then all restrictions, terms and conditions applicable to such participant’s restricted stock
then outstanding shall be deemed lapsed and satisfied and the participant will become fully vested as of such date.
Until vested and issued in accordance with the 2020 Plan and the restricted stock award agreement, restricted stock underlying an award will not be deemed to be issued and outstanding, and a
participant will have no right to vote such shares or receive cash dividends on such shares.
Incentive and Non-Qualified Stock Options. The 2020 Plan provides for the grant of both incentive stock
options and non-qualified options. Incentive stock options are available only to persons who are employees of the Company, the CWB or any subsidiary, and are subject to limitations imposed by applicable sections of the Internal Revenue Code,
as amended, including a $100,000 limit on the aggregate fair market value (determined on the date the options are granted) of shares of Common Stock with respect to which incentive stock options are exercisable for the first time by an optionee
during any calendar year (under the 2020 Plan and all other “incentive stock option” plans of the Company). Any options granted under the 2020 Plan which do not meet the limitations for incentive stock options, or which are otherwise not
deemed to be incentive stock options, are deemed “non-qualified.”
Amendment and Termination of the 2020 Plan. The 2020 Plan, and all stock options previously granted
under the 2020 Plan, will terminate upon the dissolution or liquidation of the Company, upon a consolidation, reorganization, or merger as a result of which, after the transaction, the Company’s shares do not represent, or are not converted
into, a majority of the shares of the surviving corporation is not the surviving corporation, or upon a sale of all or substantially all of the assets of the Company. However, the vesting of all awards will accelerate and all options
theretofore granted will become immediately exercisable in their entirety upon the occurrence of any of the foregoing, and any options not exercised immediately upon the occurrence of any of the foregoing events will terminate, unless provision
is made for the assumption or substitution thereof. As a result of these acceleration provisions, even if an outstanding award or option were not fully vested as to all increments at the time of the event, that award or option will become
fully vested and, in the case of options, exercisable. The Board may at any time suspend, amend or terminate the 2020 Plan, and may, with the consent of the respective optionee, make such modifications to the terms and conditions of
outstanding options as it may deem advisable. Certain amendments to the 2020 Plan may also require shareholder approval if such amendment or modification would: (a) materially increase the number of shares of Common Stock which may be issued
under the 2020 Plan; (b) materially increase the number of shares of Common Stock which may be issued at any time under the 2020 Plan to all Directors who are not also officers or key employees of the Company; (c) materially modify the
requirements as to eligibility for participation in the 2020 Plan; (d) increase or decrease the exercise price of any option granted under the 2020 Plan; (e) increase the maximum term of awards or options provided for in the 2020 Plan; (f)
permit awards or options to be granted to any person who is not an eligible participant; or (g) change any provision of the 2020 Plan which would affect the qualification as an incentive stock option under the 2020 Plan. The amendment,
suspension or termination of the 2020 Plan will not, without the consent of the participant, alter or impair any rights or obligations under any outstanding Award or option under the 2020 Plan.
Adjustments Upon Changes in Capitalization. The total number of shares covered by the 2020 Plan and the
price, kind and number of shares subject to outstanding options thereunder, will be appropriately and proportionately adjusted if the outstanding shares of Common Stock are increased, decreased, changed into or exchanged for a different number
or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation or otherwise, without consideration to CWBC as provided in the 2020 Plan.
Fractional share interests of such adjustments may be accumulated, although no fractional shares of stock will be issued under the 2020 Plan.
Holdings of Outstanding Equity Awards
The following table sets forth certain information, pursuant to SEC rules, regarding stock options outstanding at December 31, 2020 for the Named Executive Officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END(1)
Option Awards
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
|
Number of Securities
Underlying
Unexercised Options
(#)
Unexercisable (2)
|
|
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Options
(#)
|
|
|
Option Exercise
Price
($)
|
|
Option Expiration Date
|
William F. Filippin
|
|
|
18,400
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
6.59
|
|
6/25/25
|
|
|
4,800
|
|
|
|
1,200
|
|
|
|
-
|
|
|
$
|
6.86
|
|
3/24/26
|
|
|
2,000
|
|
|
|
3,000
|
|
|
|
-
|
|
|
$
|
11.20
|
|
2/22/28
|
|
|
1,500
|
|
|
|
6,000
|
|
|
|
-
|
|
|
$
|
10.28
|
|
2/28/29
|
|
|
-
|
|
|
|
2,000
|
|
|
|
-
|
|
|
$
|
6.71
|
|
4/29/30
|
Martin E. Plourd
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
3.25
|
|
12/13/22
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
7.31
|
|
1/30/24
|
|
|
5,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6.996
|
|
3/26/25
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
6.6996
|
|
3/26/25
|
|
|
20,000
|
|
|
|
5,000
|
|
|
|
-
|
|
|
$
|
6.86
|
|
3/24/26
|
|
|
12,000
|
|
|
|
8,000
|
|
|
|
-
|
|
|
$
|
10.30
|
|
2/22/27
|
|
|
6,000
|
|
|
|
4,000
|
|
|
|
-
|
|
|
|
10.99
|
|
12/20/27
|
|
|
8,000
|
|
|
|
12,000
|
|
|
|
-
|
|
|
$
|
10.56
|
|
11/15/28
|
|
|
-
|
|
|
|
20,000
|
|
|
|
-
|
|
|
$
|
10.70
|
|
2/27/30
|
|
|
-
|
|
|
|
3,000
|
|
|
|
-
|
|
|
$
|
6.71
|
|
4/29/30
|
Timothy J. Stronks
|
|
|
8,000
|
|
|
|
12,000
|
|
|
|
-
|
|
|
$
|
12.68
|
|
7/26/28
|
|
|
1,000
|
|
|
|
4,000
|
|
|
|
-
|
|
|
$
|
10.28
|
|
2/28/29
|
|
|
-
|
|
|
|
2,000
|
|
|
|
-
|
|
|
$
|
6.71
|
|
4/29/30
|
|
(1)
|
As of December 31, 2020, the Company had not granted nor had outstanding any stock awards.
|
|
(2)
|
Each option grant generally vests 20% on each anniversary of the grant date. Each stock option expires 10 years after the date the stock option was granted.
|
Pension Benefits
Excluding any tax-qualified contribution plan and any nonqualified defined contribution plan, none of the Named Executive Officers or any other key officers participate in any plan that provides for payments or
other benefits at, following, or in connection with, retirement.
Treatment of Outstanding Stock Options upon Retirement, Termination or Change of Control
Termination of Employment or Affiliation. Under the terms of the 2006, 2014, and 2020 Plans (Plans),
in the event an optionee ceases to be affiliated with the Company or a subsidiary for any reason other than disability, death or termination for cause, the stock options granted to such optionee will expire at the earlier of the expiration
dates specified for the options, or 90 days after the optionee ceases to be so affiliated. During such period after cessation of affiliation, the optionee may exercise the option to the extent it was exercisable as of the date of such
termination, and thereafter the option expires in its entirety. If an optionee’s stock option agreement so provides, and if an optionee’s status as an eligible participant is terminated for cause, the options held by such person will expire 30
days after termination, although the Board may, in its sole discretion, within 30 days of such termination, reinstate the option. If the option is reinstated, the optionee will be permitted to exercise the option only to the extent, for such
time, and upon such terms and conditions as if the optionee’s status as an eligible participant had been terminated for a reason other than cause, disability or death, as described above.
Liquidation or Change of Control. The Plans, and all stock options previously granted under the
Plans, terminate upon the dissolution or liquidation of the Company, upon a consolidation, reorganization or merger as a result of which the Company is not the surviving corporation, or upon a sale of all or substantially all of the assets of
the Company. However, all options heretofore granted become immediately exercisable in their entirety upon the occurrence of any of the foregoing, and any options not exercised immediately upon the occurrence of any of the foregoing events
will terminate unless provision is made for the assumption or substitution thereof. As a result of the acceleration provisions, even if an outstanding option were not fully vested as to all increments at the time of the event, that option will
become fully vested and exercisable.
Profit Sharing and 401(k) Plan
The Company has established a 401(k) plan for the benefit of its employees. Employees are eligible to participate in the plan beginning the first of the month following the successful
completion of 30 days of employment, subject to certain limitations. Each plan year, the Company will make a Safe Harbor non-elective employer contribution on behalf of eligible participants who have more than 12 months of service with nth
Company.an amount equal to 3% of such eligible participant’s compensation for such plan year. The Company’s contributions were determined by the Board and amounted to $361,000 in 2020 and $337,000 in 2019.
Directors’ Compensation
CWB’s non-employee Directors are paid for attendance at CWB Board meetings at the rate of $1,400 ($1,700 for the Chairman) for each regular Board meeting, $400 ($500 for Audit Committee
Chairman) each for credit and audit committee meetings, and $300 each for Compensation and Nominating and Governance meetings. If a Director attends a meeting by videoconferencing, 100% of the fee is received for committee meetings and for
Board meetings. In 2020, no additional discretionary compensation was awarded to the non-employee Directors. There were no CWBC Director fees paid during 2020.
The following table sets forth the information concerning the compensation paid to each of the Company’s Directors during 2020. Compensation paid to Martin E. Plourd, Director, President and
Chief Executive Officer of CWBC and CWB, is not included in this table because he was an employee during 2020 and, therefore, received no additional compensation for his service as a Director.
Name (1)
|
Fees
Earned or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($) (2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)(3)
|
Total
($)
|
Robert H. Bartlein
|
43,000
|
|
-
|
3,297
|
-
|
-
|
-
|
46,297
|
|
Jean W. Blois
|
19,700
|
|
|
3,297
|
|
|
|
22,997
|
|
Dana L. Boutain
|
22,600
|
|
-
|
3,297
|
-
|
-
|
-
|
25,897
|
|
Suzanne M. Chadwick
|
8,000
|
|
-
|
-
|
-
|
-
|
-
|
8,000
|
|
Tom L. Dobyns
|
19,600
|
|
-
|
3,297
|
-
|
-
|
29,625
|
52,522
|
|
John D. Illgen
|
24,800
|
|
-
|
3,297
|
-
|
-
|
-
|
28,097
|
|
James W. Lokey
|
42,800
|
|
-
|
3,297
|
-
|
-
|
-
|
46,097
|
|
Shereef Moharram
|
19,000
|
|
-
|
3,297
|
-
|
-
|
-
|
22,297
|
|
William R. Peeples
|
23,000
|
|
-
|
3,297
|
-
|
-
|
-
|
26,297
|
|
Christopher R. Raffo
|
8,000
|
|
-
|
-
|
-
|
-
|
-
|
8,000
|
|
Kirk B. Stovesand
|
43,800
|
|
-
|
3,297
|
-
|
-
|
-
|
47,097
|
|
(1) Outstanding stock options held by each non-employee Director at December 31, 2020 are as follows: Robert H. Bartlein, 11,000; Dana L. Boutain, 11,000, Tom L. Dobyns, 11,000, John D. Illgen, 26,000; James W.
Lokey, 11,000; Shereef Moharram, 21,000; William R. Peeples, 11,000; Kirk B. Stovesand, 26,000. Stock options held at December 31, 2020 by Mr. Plourd are included in the table for the Named Executive Officers under the heading entitled
“Outstanding Equity Awards at Fiscal Year-End.”
(2) Column represents the aggregate grant date fair value of option awards granted during the applicable fiscal year as computed in accordance with FASB ASC Topic 718, disregarding for this
purpose the estimate of forfeitures related to service-based vesting conditions. The terms of the 2006, 2014 and 2020 Plans are described above in the section entitled “Stock Option Plans.” Furthermore, the amount recognized for these awards
was calculated based on the Black-Scholes option-pricing model. See the Company’s Annual Report on Form 10-K, at Note 11 to the Company’s Financial Statements for the year ended December 31, 2020.
(3) Other compensation consists of payments to Tom Dobyns for consulting services.
Certain Relationships and Related Transactions
Certain Directors and executive officers of the Company, as well as the companies with which such Directors are associated, are customers of and have had banking transactions with CWB in the
ordinary course of business. CWB expects to have such ordinary banking transactions with such persons in the future. In the opinion of CWB management, all loans and commitments to lend included in such transactions were made in compliance with
applicable laws on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with other persons of similar creditworthiness and did not involve more than a normal risk of
collectability or present other unfavorable features. Although CWB does not have any limits on the aggregate amount it would be willing to lend to Directors and officers as a group, loans to individual Directors and officers must comply with
CWB’s internal lending policies and statutory lending limits.
PROPOSAL 2
APPROVAL OF THE PROPOSED AMENDMENT TO THE BYLAWS
It is proposed that Article III, Section 3.2, of the Company’s Bylaws be amended: (i) to change the authorized range of directors from a range of six (6) to eleven (11) to a range of eight (8)
to fifteen (15); and (ii) to fix the exact number of directors within the authorized range at eleven (11) until changed from time to time within the range specified in the Bylaws by resolution adopted by the Board or by the shareholders. In
approving this amendment, the Board determined that it is in the best interests of the Company and its shareholders to amend the Bylaws as set forth below to provide the Board with greater flexibility as permitted under Sections 211 and 212 of
the California Corporations Code to fix and re-fix the authorized number of directors within the range approved by the Company’s shareholders. This authority to fix and re-fix the authorized number of directors of the Board is particularly
important in the event a director resigns or is otherwise terminated between annual shareholders’ meetings or the Board deems it in the best interest of the Company and its shareholders to add an individual or individuals to the Board between
annual shareholders’ meetings as it permits the Board to either increase or decrease the authorized number of directors serving on the Board within the range approved by the Company’s shareholders. The Company needs to continue to attract and
retain qualified persons to serve on the Board and the increase in the maximum number of directors will allow the flexibility to increase the exact number within the authorized range should the Board determine that it is in the best interests
of the Company and its shareholders to increase the number of director positions to more than eleven (11) persons. The proposed amendment also fixes the exact number of directors within the authorized range at eleven (11) to conform to the
current number of directors serving on the Board.
In order to effectuate the proposed changes, it is necessary to amend Article III, Section 3.2 of the Bylaws, which currently reads as follows:
“3.2. NUMBER OF DIRECTORS.
The authorized number of directors of the corporation shall be not less than six (6) nor more than eleven (11) and the exact number of directors shall be ten (10) until changed, within the
limits specified above, by a resolution amending such exact number, duly adopted by the Board of Directors or by the shareholders. The minimum and maximum number of directors may be changed, or a definite number may be fixed without provision
for an indefinite number, by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided,
however, that once the number of directors equals or exceeds five (5) an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a
meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon.
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.”
It is proposed that Article III, Section 3.2, of the Company’s Bylaws be amended to read as follows:
“3.2. NUMBER OF DIRECTORS.
The authorized number of directors of the corporation shall be not less than eight (8) nor more than fifteen (15) and the exact number of directors shall be eleven (11) until changed, within
the limits specified above, by a resolution amending such exact number, duly adopted by the Board of Directors or by the shareholders. The minimum and maximum number of directors may be changed, or a definite number may be fixed without
provision for an indefinite number, by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote;
provided, however, that once the number of directors equals or exceeds five (5) an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at
a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon.
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.”
Vote Required; Recommendation
The amendment to the Bylaws requires the favorable vote of the holders of at least a majority of the outstanding shares of the Company’s common stock.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE BYLAWS.
PROPOSAL 3
RATIFICATION OF THE COMPANY’S INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of its Audit Committee, has ratified the appointment of RSM US LLP (RSM) to serve as its independent auditors for the fiscal year ending December 31,
2021. Representatives from RSM are expected to be present at the Meeting. The Company will afford the representatives an opportunity to make a statement, should they desire to do so, and expect that the representatives will be available to
respond to appropriate questions.
The Board of Directors is requesting that the Company’s shareholders ratify the appointment of RSM as the Company’s independent auditors for 2021. Although ratification is not required by the
Company’s Bylaws or otherwise, the Board of Directors is submitting the appointment of RSM to the shareholders for ratification because the Board of Directors values the shareholders’ views on the Company’s independent auditors and as a matter
of good corporate practice. In the event that the shareholders fail to ratify the appointment, it will be considered as a direction to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the
appointment is ratified, the Audit Committee, in its discretion, may select a different independent auditor, subject to ratification by the Board of Directors, at any time during the year if it determines that such a change would be in the best
interests of the Company and its shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF RSM US LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2021.
Audit Fees
During the years ended December 31, 2020 and 2019, respectively, the aggregate fees billed by RSM for the audit of the Company’s consolidated financial statements for such fiscal year and for
the review of the Company’s interim financial statements was $286,755 and $273,064, respectively. This amount includes fees related to the fiscal year audit and interim reviews, notwithstanding when the fees were billed or when the services
were rendered. Expenses included were billed from January through December of the fiscal year, notwithstanding when the expenses were incurred.
Audit-Related Fees
During the year ended December 31,, 2020, $9,975 was billed by RSM for audit related services for review of the SEC Form S-8 filing. During the year ended December 31, 2019, $5,867 was billed
by RSM for audit-related services. The fees related to the Company’s adoption of ASU 842. There were none of these fees in 2020.
Tax Fees
During the years ended December 31, 2020 and 2019, the aggregate fees billed by RSM for professional services related to recurring state and federal tax preparation, compliance and consulting
were $33,180 and $28,820, respectively.
All Other Fees
During the year ended December 31, 2019, $6,720 was billed by RSM for a SOX readiness assessment.
The Audit Committee of the Company reviewed and discussed with RSM whether the rendering of the non-audit services provided by them to the Company during fiscal 2020 was compatible with their
independence. The Audit Committee pre-approves all audit and permissible non-audit services to be provided by RSM and the estimated fees for these services.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor
The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the Company’s independent auditor. These services may include audit, audit-related, tax and other
services. Pre-approval is generally provided for up to one year and is detailed as to a particular service or category of service. The independent auditor and management are required to periodically report to the Audit Committee regarding the
extent of services provided by the independent auditor in accordance with the pre-approval and the fees for services performed to date. All services performed by RSM for which fees were billed to the Company during the years ended December 31,
2020 and 2019 as disclosed herein were approved by the Audit Committee pursuant to the procedures outlined herein. All of the services of RSM in auditing the Company’s Financial Statements for the year ended December 31, 2020 were performed by
RSM or its full-time, permanent employees.
2022 SHAREHOLDER PROPOSALS
Shareholder proposals to be considered for inclusion in the Proxy Statement for the Company’s 2022 Annual Meeting of Shareholders (2022 Meeting) must be received by the Company at its offices
at 445 Pine Avenue, Goleta, California 93117, no later than December 14, 2021. The proposals must also satisfy the conditions and procedures prescribed by the Company’s Bylaws and by the SEC in Rule 14a-8 for such proposals to be included in
the Company’s Proxy Statement for the 2021 Meeting, and must be limited to 500 words. To be included in the Proxy Statement, the shareholder must be a holder of record or beneficial owner of at least $2,000 in market value or 1% of the
Company’s securities entitled to be voted on the proposal, and have held the shares for at least one year and will continue to hold the shares through the date of the 2022 Meeting. Either the proposer, or a representative qualified under
California law to present the proposal on the proposer’s behalf, must attend the meeting to present the proposal. Shareholders may not submit more than one proposal.
The SEC has in effect a rule (Rule 14a-4) governing a company’s ability to use discretionary proxy authority with respect to proposals that were not submitted in time to be included in the
Proxy Statement (i.e., outside the processes of Rule 14a-8 as described in the preceding paragraph). As a result, in the event a proposal is not submitted to the Company prior to February 27, 2022, and the proxy materials delivered in
connection with the 2022 Meeting contain a statement conferring discretionary authority to the Proxyholders of the Company (similar to the statement set forth in the third paragraph of this Proxy Statement), the proxies solicited by the Board
for the 2022 Annual Meeting will confer discretionary authority to the proxyholders to vote the shares in accordance with their best judgment and discretion if the proposal is received by the Company after February 27, 2022.
Whether or not you intend to be present at the Meeting electronically through the Webcast, you are urged to return your Proxy promptly. If you are then present at the Meeting electronically
and wish to vote your shares by Webcast, your original Proxy may be revoked by voting at the Meeting. However, if you are a shareholder whose shares are not registered in your own name, you will need the legal proxy obtained from your record
holder to vote electronically at the Meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s officers (as defined in regulations promulgated by the SEC thereunder), Directors and persons who own more than ten percent of the
Common Stock to file reports of stock ownership and changes in stock ownership with the SEC. The officers, Directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of all reports of ownership furnished to the Company, or written representations that no forms were necessary, the Company believes that during the last
year its officers, Directors and greater than ten percent beneficial owners complied with all filing requirements, except that John D. Illgen, a Director of the Company, filed a Form 5 on January 15, 2021, which included one transaction that
was effected on November 16, 2020 that was not reported on a timely basis.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
For shareholders requesting a printed paper copy of the proxy materials, only one Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2020 is being delivered
to shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders. Upon the written or oral request of a shareholder, the Company will deliver promptly a separate copy of the Proxy
Statement and the Annual Report on Form 10-K to a shareholder at a shared address to which a single copy was delivered. Shareholders desiring to receive a separate copy in the future may contact Susan C. Thompson, Executive Vice President and
Chief Financial Officer, Community West Bancshares, 445 Pine Avenue, Goleta, CA 93117-3474, telephone (805) 692-5821.
PROXY MATERIALS AND ANNUAL REPORT ON FORM 10-K
Paper copies of the Company’s Proxy Materials described herein and the 2020 Annual Report on Form 10-K, as filed with the SEC, are available free of charge upon request to: Susan C. Thompson,
Executive Vice President and Chief Financial Officer, Community West Bancshares, 445 Pine Avenue, Goleta, CA 93117-3474, telephone (800) 569-2100, e-mail: sthompson@communitywestbank.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021
This Proxy Statement, the Proxy card, the Company’s Annual Report to Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and directions regarding
attending and participating in the Meeting, via the Internet by the Webcast are available on the Internet at www.edocumentview.com/CWBC and the Company’s website at www.communitywestbank.com.
|
By Order of the Board of Directors,
|
|
COMMUNITY WEST BANCSHARES
|
|
William R. Peeples,
|
|
Chairman of the Board
|
Dated: April 12, 2021
|
|
Goleta, California
|
|
APPENDIX A
Audit Committee Charter
Approved February 25, 2021
Purpose
The Audit Committee (AC) is appointed by the Board of Directors (Board) to assist the Board in monitoring: (1) the integrity of the Company’s financial statements; (2) the compliance by the Company with legal and
regulatory requirements; (3) the independence and performance of the Company’s registered public accounting firms performing audit, review or attestation services; and (4) the Company’s internal audit and control function.
The function of the AC is oversight. Management is responsible for the preparation and integrity of the Company’s financial statements. Management is responsible for maintaining appropriate accounting and
financial reporting policies and an appropriate internal control environment. The independent auditor is responsible for planning and conducting a proper audit of the Company’s annual financial statements, reviewing the Company’s quarterly
financial statements prior to the filing of each quarterly report on Form 10-Q and other procedures.
Committee Membership and Meetings
The members of the AC will meet the independence requirements of NASDAQ and the rules and regulations of the SEC and no member will have participated at any time in the preparation of financial statements of the
Company or any subsidiary during the prior three years. Each member will be financially literate and at least one member must have the additional financial sophistication required by the NASDAQ rules. The members of the AC will be appointed by
the Board on the recommendation of the Chairman of the Board. The AC will have no fewer than three members. The Committee may meet and conduct business via electronic means when circumstances prevent in-person discussions.
Committee Responsibilities
The AC, in its capacity as a committee of the Board, will be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm (independent
auditor) engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company, and each such registered public accounting firm must report directly to the AC. The AC will be
directly responsible for the resolution of disagreements between management and the independent auditor regarding financial reporting. The AC will have the authority to retain independent legal, accounting or other advisors, as it deems
necessary to carry out its duties. The AC may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend an AC meeting. The Company will provide for appropriate funding, as determined by the
AC, for payment of compensation to any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services; compensation to any advisors employed by the AC; and, ordinary
administrative expenses that are necessary or appropriate in carrying out its duties.
The AC will pre-approve all auditing services and permitted non-audit services and fees to be paid for such services to be performed for the Company by its independent auditor, subject to the de minimus exceptions for non-audit services described in Section 10A of the Securities Exchange Act. The AC may delegate to one or more of its members the authority to grant pre-approvals of non-audit
services and fees. Any such pre-approval will be presented to the full AC at its next scheduled meeting.
The AC may delegate certain responsibilities to a sub-committee, so long as such sub-committee has at least three board members. The AC will ensure each sub-committee will provide a Charter, approved by the AC
and Board, which outlines its roles and responsibilities. Each sub-committee Charter will be reviewed at least annually. Each sub-committee of the AC is also authorized to include non-voting members of management appropriate to their role and
expertise applicable to the sub-committee responsibilities. Each sub-committee will also provide periodic reports to the AC as defined in its Charter, and within the responsibilities identified for the AC further below.
The AC will make regular reports to the Board.
The AC, to the extent that it deems necessary or appropriate, will be responsible for the following items:
Financial Statement and Disclosure Matters
1.
|
Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The revised Charter will be included in the annual proxy statement no less frequently than every three years.
|
2.
|
Review the annual audited financial statements with management and the independent auditor, including disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements
should be included in the Company’s Form 10-K.
|
3.
|
Review with management and the independent auditor any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the
Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.
|
4.
|
Review with management and the independent auditor the company’s quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditors’ review of the quarterly financial statements.
|
5.
|
Review and discuss quarterly reports from the independent auditors on:
|
|
a.
|
All critical accounting policies and practices to be used.
|
|
b.
|
All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative treatments, and the treatment preferred by the
independent auditor.
|
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c.
|
The matters required to be discussed by Statement on Auditing Standards Numbers 61 and 90, as they may be amended or supplemented, relating to the audit or the Company’s periodic reports.
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|
d.
|
Other material written communications between the independent auditor and management, such as any management letters or schedule of unadjusted differences.
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6.
|
Meet quarterly with management to review the Company’s major financial risk exposures and the policies and procedures that management utilizes to monitor and control such exposures. Hold a monthly conference call between the Chair of
the Committee and the Chief Risk Officer to discuss any items that require attention and to discuss Committee agenda items. The Chair of the Committee can call extraordinary meetings any time she/he deems necessary.
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7.
|
Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to that letter. Such reviews should include:
|
|
a.
|
Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information.
|
|
b.
|
Any changes required in the planned scope of the audit.
|
|
c.
|
Any significant disagreements with management.
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8.
|
The Committee will generally discuss the earnings press releases as well as financial information provided to financial analysts and rating agencies, where applicable.
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9.
|
Review disclosures made to the AC by the Company’s CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material
weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls. This includes management’s report relating to the Company’s review and documentation of
Sarbanes-Oxley compliance.
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Oversight of the Company’s Relationship with its Independent Auditors
10.
|
Review and evaluate the experience and qualifications of the lead members of each independent auditor’s team.
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11.
|
Evaluate the performance and independence of each independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the
auditor’s independence. The opinions of management and the internal auditor will be taken into consideration as part of this review.
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12.
|
Receive and review a report from each independent auditor at least annually regarding the independent auditor’s independence and discuss such reports with the auditor. Ensure that each independent auditor submits a formal written
statement, as required by the Independence Standard.
|
|
Board Statement No. 1, as it may be amended or supplemented, delineating all relationships between the independent auditor and the Company and a formal written statement of the fees billed by the
independent auditor for each of the categories of services requiring separate disclosure in the annual proxy statement. The Committee will be entitled to rely upon the accuracy of the information provided by the independent auditor
with respect to the services provided and the fees billed for non-audit services. If so determined by the Audit Committee, recommend that the Board take appropriate action to satisfy itself of the independence of the auditor.
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13.
|
Obtain and review a report from each independent auditor at least annually regarding the independent auditor’s internal quality control procedures. The report should include any material issues raised by the most recent internal
quality control review or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years regarding one or more independent audits carried out by the firm, and any
steps taken to deal with any such issues.
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14.
|
Meet with each independent auditor prior to the audit to review the planning and staffing of the audit.
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15.
|
The Audit Committee will present its conclusions regarding each independent auditor to the Board.
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Oversight of the Company’s Internal Audit Function
16.
|
Review the appointment and replacement of the staffing for the internal audit and compliance function.
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17.
|
Review the reports to management prepared by the internal audit and/or compliance function and management’s responses.
|
18.
|
Discuss with each independent auditor and management the internal audit function responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audits.
|
Compliance Oversight Responsibilities
19.
|
Obtain from each independent auditor assurance that Section 10A of the Securities Exchange Act has not been implicated.
|
20.
|
Obtain reports from management, the Company’s internal auditor (if applicable) and each independent auditor that the Company’s subsidiary affiliated entity is in conformity with applicable regulatory and legal requirements and the
Company’s code of ethics.
|
21.
|
Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s code of ethics.
|
22.
|
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing matters.
|
23.
|
Discuss with management and each independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting
policies.
|
24.
|
Review with appropriate members of management or appropriate legal counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received
from regulators or governmental agencies.
|
25.
|
Meet at least annually with the internal audit function representative or other members of management, if needed, in separate executive sessions.
|
While the AC has the responsibilities and powers set forth in this Charter, it is not the duty of the AC to plan or conduct audits, or to determine that the Company’s financial statements are complete and
accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor.
APPENDIX B
Nominating and Corporate Governance Committee Charter
Approved February 24, 2021
Purpose
The primary function of the Nominating and Corporate Governance Committee (Committee) is to assist the Board of Directors (Board) of Community West Bancshares (Company) in fulfilling its
responsibilities by: (i) reviewing and making recommendations to the Board regarding the Board’s composition and structure, establishing criteria for Board membership and evaluating corporate policies relating to the recruitment of Board
members; and (ii) establishing, implementing and monitoring policies and processes regarding principles of corporate governance to ensure the Board’s compliance with its fiduciary duties to the Company and its shareholders.
Committee Membership and Meetings
The Committee will be comprised of a minimum of three members of the Board as appointed by the Board, each of whom will meet any independence requirements promulgated by the Securities and
Exchange Commission, the NASDAQ Stock Market or any governmental or regulatory body exercising authority over the Company (each a “Regulatory Body”), and each member of the Committee will be free from any relationship that, in the opinion of
the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
The members of the Committee will be elected by the Board and will serve until their successors will be duly elected and qualified or until their earlier resignation or removal. Unless a
Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
The Committee will meet as necessary, but at least once each year, to enable it to fulfill its responsibilities and duties as set forth herein. The Committee may meet and conduct business via
electronic means when circumstances prevent in-person discussions. The Committee will report its actions to the Board and keep written minutes of its meeting which will be recorded and filed with the books and records of the Company.
Committee Responsibilities
To fulfill its responsibilities and duties, the Committee will:
Corporate Governance Policy Establishment and Review
1.
|
Develop principles of corporate governance including, but not limited to, the establishment of a corporate Code of Ethics and conduct for all directors, officers and employees of the company and its affiliates (Code of Conduct),
designed to promote honest and ethical conduct, including the ethical handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in the company’s periodic reports; and compliance with applicable
governmental rules and regulations. The Code of Conduct will be submitted by the committee to the Board and the Boards of the company’s affiliates for their approval.
|
2.
|
Review and assess the adequacy of the Code of Conduct approved by the board periodically, but at least annually. The Committee will recommend any modifications to the Code of Conduct to the Board for approval. If so approved, the
Company will submit the revised Code of Conduct to the Boards of its affiliates for their approval.
|
3.
|
Direct members of the Company’s senior management to report any violations of or non-compliance with the Code of Conduct to the committee.
|
4.
|
Be available to members of the Company’s senior management team to consult with and to resolve reported violations or instances of non-compliance with the Code of Conduct.
|
5.
|
Determine an appropriate response to material violations of or non-compliance with the Code of Conduct including, at the discretion of the committee, reporting any material violations of or non-compliance with the Code of Conduct to
the appropriate Regulatory Body.
|
6.
|
Review and assess the adequacy of this Charter periodically as conditions dictate, but at least annually and recommend any modifications to the charter if and when appropriate to the Board for its approval.
|
7.
|
Review and assess the adequacy of the charters of any committee of the Board (Governing Documents) periodically to ensure compliance with any principles of corporate governance developed by the committee and recommend to the Board
any necessary modifications to the Governing Documents.
|
Board Composition, Nominations and Shareholder Proposals
1.
|
Evaluate the current composition and organization of the Board and its committees in light of requirements established by any Regulatory Body or any other applicable statute, rule or regulations which the Committee deems relevant and
make recommendations regarding the foregoing to the Board for approval.
|
2.
|
Review the composition and size of the Board to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company. The
mandatory retirement age of Board members, with the exception of Founding Directors, will be 80 years.
|
3.
|
Determine the criteria for selection of the Chairman of the Board, Board members and Board committee members.
|
4.
|
Evaluate the performance of current Board members proposed for reelection, and make recommendations to the Board regarding the appropriateness of members of the Board standing for reelection.
|
5.
|
Evaluate and, if deemed necessary, recommend the termination of Board membership of any director in accordance with the Code of Conduct or any corporate governance principles adopted by the Board, for cause or for other appropriate
reason.
|
6.
|
Review and recommend to the Board an appropriate course of action upon the resignation of current Board members or any planned expansion of the Board.
|
7.
|
Evaluate and recommend to the Board the appointment of Board members to committees of the Board.
|
8.
|
Evaluate and approve a slate of nominees for election to the Board and review the qualification, experience and fitness for service on the Board of any potential members of the Board.
|
9.
|
Review all stockholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each
such proposal.
|
Criteria for Evaluating Board Nominee Candidates
The Board should be composed of:
1.
|
Directors chosen with a view to bringing to the Board a variety of experiences and backgrounds.
|
2.
|
Directors who have high level managerial experience or are accustomed to dealing with complex problems.
|
3.
|
Directors who will represent the balance, best interests of the shareholders as a whole rather than special interest groups or constituencies, while also taking into consideration the overall composition and needs of the Board.
|
4.
|
A majority of the Board’s Directors will be independent directors under the criteria for independence required by the SEC and NASDAQ.
|
5.
|
In considering possible candidates for election as an outside director, the Nominating Committee and other directors should be guided by the foregoing general guidelines and by the following criteria:
|
6.
|
Each Director should be an individual of the highest character and integrity, have experience at or demonstrated understanding of strategy/policy-setting and a reputation for working constructively with others.
|
7.
|
Each Director should have sufficient time available to devote to the affairs of the Company to carry out the responsibilities of a Director.
|
8.
|
Each Director should be free of any conflict of interest which would interfere with the proper performance of the responsibilities of a Director.
|
9.
|
The Chief Executive Officer is expected to be a Director. Other members of senior management may be considered, but Board membership is not necessary or a prerequisite to a higher management position.
|
Conflicts of Interest
1.
|
Resolve actual and potential conflicts of interest a Board member may have and issue to any Board member having an actual or potential conflict of interest instructions on how to conduct him or herself in matters before the Board
which may pertain to the conflict.
|
2.
|
To the extent deemed necessary by the committee, engage outside counsel and/or independent consultants to review any matter under its responsibility.
|
3.
|
Take such other actions regarding the Company’s corporate governance that are in the best interest of the Company and its shareholders as the Committee will deem appropriate or as will otherwise be required by any Regulatory Body.
|
APPENDIX C
Compensation Committee Charter
Approved February 25, 2021
PURPOSE
The primary purpose of the Compensation Committee (the “Committee”) is to aid the Board of Directors (the “Board”) in discharging its responsibilities relating to the compensation of the Company’s executive
officers, including the Chief Executive Officer. The Committee has overall responsibility for evaluating and approving the Company’s compensation plans, policies and programs. The Committee is also responsible for producing an annual report on
executive compensation for inclusion in the Company’s proxy statement.
Committee Membership
The Committee shall be composed of at least three (3) members of the Board, each of whom shall: (a) meet the independence requirements per listing standards and any other applicable laws, rules and regulations
governing independence, as determined by the Board; and (b) qualify as “nonemployee directors” as defined in Section 16 of the Securities Exchange Act of 1934.
The members of the Committee shall be appointed by the Board of Directors.
Meeting
The Chairperson of the Committee will preside at each meeting of the Committee and in consultation with the other members of the Committee shall set the frequency and length of each meeting and the agenda of
items to be addressed at each meeting. The Committee may meet and conduct business via electronic means when circumstances prevent in-person discussions. The CEO may not be present during voting or deliberations on the CEO’s compensation.
Committee Responsibilities
The Committee shall have the duties, responsibilities, and authority to:
|
1.
|
Annually review and determine (i) the compensation, including salary, bonus, incentive, and other compensation of the Chief Executive Officer (ii) approve corporate goals and objectives relevant to
compensation of the Chief Executive Officer, and (iii) evaluate performance in light of these goals and objectives, approve compensation in accordance therewith, and provide a report thereon to the Board.
|
|
2.
|
Annually review the amounts and terms of base salary, incentive compensation and all other forms of compensation for the Company’s Executive Officers, and report the Committee’s findings to the Board.
|
|
3.
|
Assess bank compensation programs including bonus and incentive plans as well as the Compensation Committee Charter for risk that may materially affect the long‐term viability of the Bank. Risk management
practices should include an assessment of the internal control environment surrounding the compensation programs, ensure the review and approval process is evident, and the documentation is adequate to support the results and contains
appropriate claw-back provisions.
|
|
i.
|
This annual risk assessment will be conducted by the Chief Risk Officer who will then provide documentation supporting his/her recommendations to the Committee.
|
|
4.
|
Review Executive Officer compensation in reference to Section 162(m) of the Internal Revenue Code, as it may be amended from time to time, and any other applicable laws, rules and regulations. This review
may be conducted by external compensation consultants as deemed appropriate by the committee.
|
|
5.
|
Annually review and make recommendations to the Board with respect to incentive-based compensation plans and equity-based plans. Establish criteria for the terms of awards granted to participants under such
plans. Grant awards in accordance with such criteria and exercise all authority granted to the Committee under such plans, or by the Board in connection with such plans.
|
|
6.
|
Recommend to the Board the compensation for Directors (including retainer, committee and committee chair fees, stock options, and other similar items, as appropriate).
|
|
7.
|
Evaluate the need for or any modifications to employment agreements, severance arrangements or change in control agreements and provisions, as well as any special supplemental benefits.
|
|
8.
|
Conduct an annual review of the Compensation Committee’s performance, and periodically assess the adequacy of its Charter and recommend changes to the Board as needed.
|
|
9.
|
Retain, at the expense of the Bank, compensation consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have authority to approve
related fees and retention terms.
|
|
10.
|
Perform any other activities consistent with this Charter, the Company’s By‐laws, and governing law as the Committee or the Board deem appropriate. Delegate responsibility to subcommittees of the Committee
as necessary or appropriate. Regularly report to the Board on the Committee’s activities.
|
Executive Compensation Philosophy
The policies and underlying philosophy governing the Bank’s executive compensation program, as endorsed by the Compensation Committee and the Board of Directors, are designed to accomplish the following:
|
•
|
Maintain a compensation program that is equitable in a competitive marketplace.
|
|
•
|
Provide opportunities that integrate pay with the Bank’s annual and long‐term performance.
|
|
•
|
Encourage achievement of strategic objectives and creation of shareholder value.
|
|
•
|
Recognize and reward individual initiative and achievements.
|
|
•
|
Maintain an appropriate balance between base salary and incentive compensation.
|
|
•
|
Allow the Bank to attract, retain, and motivate talented executives.
|
The Compensation Committee seeks to target executive compensation at levels that the Compensation Committee believes to be consistent with others in the banking industry. Bank Compensation Surveys, including but
not limited to, the California Bankers Association Compensation and Benefits Survey as well as independent Executive Compensation Consultants survey data will be utilized on an annual basis to determine current trends in the market. In general,
the Bank will pay compensation to the executive officers that are on average at the 50th percentile of other comparable banks in the regional market. If an executive is experienced, high performing, or brings a specific knowledge
base to the organization, the Bank may compensate the executive at the upper quartile (75th percentile) of market. In addition to base salary, the following will be considered in combination as part of the compensation package for
the executive officers.
|
•
|
Annual Incentives: Executive officers are eligible to participate in a cash‐based annual incentive plan as approved by the Board. The annual incentive plan will provide competitive cash
incentives at the 50th percentile of market when target performance goals are achieved. When target performance goals are exceeded, the plan will provide additional payout levels that move total cash compensation to the 75th
percentile of market.
|
|
•
|
Long‐Term Incentives: Executive officers are eligible to participate in long‐term incentive plans as approved by the Board. The long‐term incentive plans will utilize incentive stock options or
restricted stock to reward executives for the long‐term performance of the Bank. The value of any long‐term incentive grants is designed to move total compensation for the Executive officers to the 50th percentile of market
when performance expectations are met and to the 75th percentile of market when performance expectations are exceeded.
|
|
•
|
Executive Benefits: Executive officers are eligible to participate in all welfare and benefit programs offered to employees. In addition, executives are eligible for non‐qualified deferred
compensation and may be eligible for a bank provided automobile or automobile reimbursement, club memberships and any other executive perquisite as approved by the Board.
|