COMMUNITY WEST BANCSHARES (CWBC)
Sector: Financials
2026 Annual Meeting Analysis
COMMUNITY WEST BANCSHARES · Meeting: May 27, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors of the Company
Joined April 2024 (within 24 months of meeting), exempt from TSR trigger; brings relevant real estate and community banking experience as a founder and director of the acquired CWB.
CWBC's 3-year TSR of +90.6% outperforms the company-disclosed peer group median of +101.2% by only 10.6pp, well below the 65pp threshold required to trigger a No vote given strong positive absolute returns; no overboarding, attendance, or independence concerns identified.
3-year TSR underperformance vs. peer median is only 10.6pp, far below the 65pp threshold for a No vote; no attendance, overboarding, or independence concerns.
3-year peer underperformance of 10.6pp does not meet the 65pp trigger threshold; brings 44 years of banking industry experience with no other flags.
Appointed April 1, 2026, well within the 24-month exemption window; exempt from TSR trigger and brings automotive/agricultural business expertise relevant to the company's regional market.
As CEO and director, subject to the same TSR trigger as other directors; the 3-year underperformance vs. the peer group median is only 10.6pp, well below the 65pp threshold, so no TSR-based concern applies; Say on Pay is also voted FOR separately.
Joined April 2024 (within 24 months of meeting), exempt from TSR trigger; brings over 50 years of banking experience with extensive community bank leadership background.
Director since 2020 with tenure overlapping the measurement period; 3-year peer underperformance of 10.6pp is far below the 65pp No-vote threshold; no other flags.
Long-tenured director since 2000; 3-year peer underperformance of 10.6pp does not trigger the 65pp threshold; no overboarding, attendance, or independence concerns.
Joined April 2024 (within 24 months of meeting), exempt from TSR trigger; brings 44 years of banking experience and is transitioning to a non-executive director role following retirement as President.
Director since 2020 with full tenure overlap; 3-year peer underperformance of 10.6pp is well below the 65pp threshold; CPA background qualifies her as a financial expert on the Audit Committee.
Joined April 2024 (within 24 months of meeting), exempt from TSR trigger; CPA and Certified Financial Planner background qualifies him as Audit Committee chair and financial expert.
Appointed April 1, 2026, well within the 24-month exemption window; brings small business development and community banking relationship expertise relevant to the company's mission.
All 13 nominees receive a FOR vote. CWBC's 3-year absolute TSR of +90.6% is strongly positive, and the 10.6pp underperformance versus the company-disclosed peer group median is far below the 65pp threshold required to trigger a No vote under the strong-positive TSR band. Directors who joined within the past 24 months (Bartlein, Gill, Lokey, Plourd, Stovesand, Westerlund) are exempt from the TSR trigger entirely. No overboarding, attendance below 75%, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
James J. Kim
Total Comp
$1,264,784
Prior Support
95.3%%
CEO James J. Kim received total compensation of $1,264,784 in 2025, which is reasonable for the CEO of a $733M market-cap community bank in California and does not appear to exceed benchmark thresholds. The pay mix is appropriate — variable pay (annual cash incentive of $375,000 and stock awards of $192,512) represents roughly 45% of total pay and is tied to pre-set financial and operational goals including net income, loan growth, deposit growth, asset quality, and efficiency metrics, with 85% of incentive opportunity directly linked to measurable financial results. The company received 95.3% shareholder support on last year's Say on Pay vote, maintains a formal clawback policy adopted in December 2023, and CWBC's stock outperformed the QABA community bank benchmark by 12.1 percentage points over the past year, supporting the alignment of incentive pay with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Baker Tilly US, LLP
Tenure
N/A
Audit Fees
$840,000
Non-Audit Fees
$61,500
Non-audit fees (audit-related fees of $17,500 plus tax fees of $44,000 = $61,500) represent approximately 7.3% of audit fees of $840,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not separately disclosed for Baker Tilly US, LLP given its mid-2025 acquisition of the prior auditor Moss Adams, so the tenure trigger cannot be confirmed and does not fire per policy; Baker Tilly is a large national firm appropriate for a $733M market-cap community bank.
Actual Vote Results
Meeting held March 30, 2026
Other Proposals
Proposal 1
The approval of the principal terms of the Merger Agreement and the transactions contemplated therein, including the issuance of Company common stock pursuant to the merger agreement
Proposal 2
The approval of the adjournment of the Special Meeting to permit further solicitation of proxies in the event that an insufficient number of votes were cast to approve the merger proposal
Overall Assessment
The 2026 CWBC annual meeting presents three standard proposals — director elections, auditor ratification, and Say on Pay — all of which receive FOR votes. The board slate is clean with no TSR trigger firing (3-year peer underperformance of only 10.6pp vs. the 65pp threshold), auditor fees are well within independence norms, and CEO pay is reasonable and tied to measurable financial goals with strong prior shareholder support of 95.3%.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing