Daniel N. Cunningham
About Daniel N. Cunningham
Founding director of Community West Bancshares and Community West Bank; age 88; director of the Company since 2000 and of the Bank since 1979, with 44 years of board experience in banking including 15 years as Chairman . Cunningham holds BS and MS degrees in accounting from Fresno State University, is a Certified Public Accountant, and is designated a “financial expert” on the Audit Committee . He previously served as Chief Financial Officer and is Director Emeritus of Quinn Group, Inc., has farmed in the San Joaquin Valley, and has served in local non-profit organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community West Bancshares (Company) | Director | 2000–present | Founding director; extensive banking laws/regulatory knowledge; former Chairman for 15 years |
| Community West Bank (Bank) | Director | 1979–present | Longstanding governance leadership; audit and compensation oversight |
| Quinn Group, Inc. | CFO (prior) | Not disclosed | Financial leadership; Director Emeritus |
| Various large privately held companies | Board service | Not disclosed | Finance/accounting expertise applied to board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quinn Group, Inc. | Director Emeritus; former CFO | Not disclosed | Private company; no public company interlocks disclosed |
| Local non-profits (San Joaquin Valley) | Director/Service | Not disclosed | Community engagement |
Board Governance
- Committee assignments: Compensation Committee member (Chair: Robert H. Bartlein) ; Audit Committee member (Chair: Steven D. McDonald); designated Audit Committee “financial expert” ; Strategic Planning Committee member .
- Independence: Board determined Cunningham is “independent” under Nasdaq standards .
- Attendance: Board held 10 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings . All 15 directors attended the 2024 Annual Meeting of Shareholders .
- Stock ownership guidelines: Minimum 2,000 shares separate from grants; all directors and NEOs were in compliance as of December 31, 2024 .
- Policies: Anti-hedging and anti-pledging policies in place ; Clawback policy adopted effective December 1, 2023 (executives) .
Fixed Compensation
| Component | Amount | Year | Notes |
|---|---|---|---|
| Annual Director Fee (non-employee directors) | $34,800 | 2024 | Standard retainer per policy |
| Committee Chair Fee | $200 per meeting chaired | 2024 | Applicable to committee chairs only |
| Daniel N. Cunningham – Fees Earned/Paid in Cash | $45,600 | 2024 | Actual cash fees received |
| All Other Compensation (Split Dollar insurance imputed value) | $20,099 | 2024 | Imputed insurance value under director split-dollar arrangement |
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Director Restricted Stock (annual grant) | May 30, 2024 | 1,820 | $30,000 | One-year vest; subject to forfeiture during vesting period |
| Daniel N. Cunningham – 2024 Director Stock Award | May 30, 2024 | 1,820 | $30,000 | Same terms as annual grant |
No director performance-based cash bonus metrics are disclosed; director compensation consists of fixed cash retainers, chair fees (if applicable), and time-based restricted stock grants .
Expertise & Qualifications
- CPA with BS and MS in accounting; qualifies as an Audit Committee “financial expert” .
- Extensive banking governance experience (44 years), including 15 years as Chairman; deep knowledge of banking laws and regulations .
- Finance and operations background as former CFO and Director Emeritus of Quinn Group, Inc.; experience across privately held companies and agriculture .
- Skills matrix indicates financial, accounting, risk management, corporate governance/ethics, regulatory compliance, strategic planning, and M&A experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 315,562 | As of March 28, 2025 record date |
| Beneficial Ownership (% of class) | 1.66% | Based on 19,061,009 shares outstanding |
| Components – Trust (trustee) | 71,079 | Shares held by a trust with Cunningham as trustee |
| Components – Quinn Living Trust (trustee, disclaims beneficial ownership) | 87,120 | Held as trustee; beneficial ownership disclaimed |
| Components – Power of Attorney (disclaims beneficial ownership) | 122,508 | Held under POA from Eric Quinn; beneficial ownership disclaimed |
| Unvested Restricted Stock (voting rights) | 1,820 | Granted 5/30/2024; subject to vesting; eligible to vote |
| Ownership Guideline Compliance | In compliance | Minimum 2,000 shares required; all directors compliant as of 12/31/2024 |
Other Directorships & Interlocks
- No current public company directorships disclosed; external role as Director Emeritus of Quinn Group, Inc. (private) .
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert designation; multi-committee engagement (Audit, Compensation, Strategic Planning); long-tenured banking governance experience; ownership aligned via annual director restricted stock grant and share ownership guideline compliance .
- Compensation alignment: Director pay mix blends fixed cash with equity grants; no performance-based director bonuses reduce pay-for-performance risk at the board level; annual grant vests over one year ensuring near-term ownership alignment .
- Shareholder sentiment: Say-on-pay approval ~94% in prior year indicates broad investor support for compensation framework (executive program context) .
- Potential conflicts/RED FLAGS:
- Related party loans: Company extends loans to directors/executives on market terms; exempt from Sarbanes-Oxley prohibitions—monitor for scale/terms though no material related party transactions >$120,000 disclosed in 2024 .
- Complex holdings: Significant shares held via trusts and under power of attorney, with certain beneficial ownership disclaimed; highlights the need to monitor influence/interlocks with Quinn-related entities even if disclaimed .
- Board refreshment risk: Age 88 raises succession and refreshment considerations for long-term board effectiveness; no mandatory retirement age disclosed .
- Mitigants: Anti-hedging and anti-pledging policies reduce misalignment risk; strong attendance (≥75%) and full annual meeting participation indicate active engagement .