Community West Bancshares
For the period ended Dec 31, 2023. Filed Apr 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 26, 2024
Contents
Our Decision Making Process
The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board of Directors (“the Board”). The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in the Committee’s charter, which is available on the Company’s website atwww.cvcb.com.
The Role of the Compensation Committee. The Compensation Committee periodically reviews, assesses and monitors the performance, and regularly reviews the design and function, of the Company’s incentive compensation arrangements to ensure that any risk-taking incentives are consistent with regulatory guidance and the safety and soundness of the organization. The Compensation Committee is responsible for assessing and approving the total compensation paid to the CEO, NEOs, and all other executive officers. The Compensation Committee is responsible for determining whether the compensation paid to each of these executives is fair, reasonable, and competitive, and whether the compensation program serves the interests of the Company’s shareholders.
The Role of Management. The CEO does not participate in the Compensation Committee’s determination of his own compensation; however, he makes recommendations to the Compensation Committee for each of the other NEOs. The CEO bases these recommendations on his assessment of each executive’s individual performance, as well as the achievement of the overall Company goals for the fiscal year. The Compensation Committee reviews the CEO’s recommendations, makes adjustments as it determines appropriate, and approves compensation at its sole discretion.
The Role of the Independent Consultant. The Compensation Committee periodically engages an independent compensation consultant to provide expertise on competitive pay practices and program design. Pursuant to authority granted to it under its charter, the Compensation Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its independent consultant for 2022 and 2024. Pearl Meyer reports directly to the Compensation Committee anddoes not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC and Nasdaq requirements.
The Role of the Peer Group and Benchmarking. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executives in similar positions at peer companies. In March 2022, the Compensation Committee engaged Pearl Meyer to assist with a comprehensive review of compensation for our execu tives. The Compensation Committee utilized data and recommendations obtained from Pearl Meyer for establishing 2023 compensation opportunities for our NEOs. In consultation with Pearl Meyer, the Compensation Committee approved a compensation peer group for the market analysis based on the following selection criteria: (1) commercial banks; (2) within 0.5 to 2.5 times the Company’s asset size; and (3) headquartered in California. These criteria resulted in a peer group consisting of the following 12 financial institutions:
| * Bank of Marin Bancorp | * Oak Valley Bancorp |
|---|---|
| * BayCom Corp | * Five Star Bancorp |
| * California BanCorp | * Sierra Bancorp |
| * First Northern Community Bancorp | * United Security Bancshares |
| * Heritage Commerce Corp | * Farmers & Merchants Bancorp |
| * American Riviera Bancorp | * Community West Bancshares (1) |
(1) Financial Institution acquired by the Company on April 1, 2024
While the Compensation Committee considered the results of the benchmarking analysis for purposes of setting 2023 compensation levels, it was not the sole determinant in setting executive pay levels. The Compensation Committee also considers Company and individual performance, the nature of an individual’s role within the Company, as well as his or her experience and contributions to his or her current role when making its compensation-related decisions.
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