Dawn M. Cagle
About Dawn M. Cagle
Executive Vice President and Chief Human Resources Officer (CHRO) of Community West Bank since November 2021; joined the Bank in 2018 as SVP, Human Resources Manager. Over 30 years in HR, including prior service as CHRO at a large non-profit; B.S. in Business Administration (HR emphasis) from California State University, Fresno; SHRM professional certifications . Company performance context relevant to incentive design: FY2024 net income was $7.7M (down due to $20.5M merger-related items), loans +81% YoY, deposits +43% YoY, and capital ratios remained strong; cumulative TSR (base $100 at 12/31/2020) was 144 for 2024 versus 127 peer index, supporting pay-for-performance calibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community West Bank | SVP, Human Resources Manager | 2018–2021 | Built HR function prior to promotion; supported growth ahead of 2024 merger integration . |
| Large non-profit (not named) | Chief Human Resources Officer | n/a | Led enterprise HR; experience informs bank-wide talent, culture, and compliance programs . |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $220,000 (as of Jan 30, 2025) | |
| Target Annual Bonus | 25% of base salary under Senior Management Incentive Plan | |
| Automobile | $1,500/month automobile allowance (or company vehicle, at CEO’s discretion) | |
| Vacation | 20 days/year, prorated monthly | |
| Benefits | Eligible for retirement and health/welfare plans consistent with senior executives |
Performance Compensation
Cagle participates in the Senior Management Incentive Plan (SMIP). Plan notes: target 25% of base salary; goals (objective and subjective) are set annually by February 15; bonuses paid by March 15 following the performance year .
Company’s 2024 incentive framework (for NEOs) emphasized financial and risk objectives; while weightings vary by role, it evidences the incentive constructs used across senior executives:
| Metric (Company 2024 Incentive Framework) | Definition/Notes | 2024 Targeting/Payout Mechanics |
|---|---|---|
| Net Consolidated Income | Adjusted for one-time merger costs and portfolio restructuring events | Threshold/Target/Max with linear interpolation; example adjusted performance $28.366M at 101% payout for that metric . |
| Avg Loans / Avg Deposits | Growth (loans adjusted for merger; deposits excluding brokered) | Loans 88% payout; Deposits 119% payout in 2024 examples . |
| Classified/Criticized Loans/Gross Loans | Asset quality | Hit maximum 150% payout in 2024 example . |
| Non-Interest Expense / Avg Assets | Efficiency | 70% payout in 2024 example . |
| Peer ROA Percentile | TSR/ROA relative lens (role-dependent) | CEO-only in 2024; not universal . |
Note: Cagle’s specific 2024 weightings/outcomes are not disclosed; her plan uses similar annual objective/subjective goal-setting under the SMIP .
Equity Ownership & Alignment
- Equity Grants: Executives receive restricted shares based on base salary under company equity programs (award levels and vesting for Cagle not itemized in filings) . The 2025 Omnibus Incentive Plan authorizes options, RSUs, SARs, performance shares/units, and restricted stock with vesting set by the Compensation Committee; unvested awards typically forfeit upon termination; the Committee may accelerate vesting (including upon a change in control) .
- Stock Ownership Guidelines: Directors and executive management committee members must own at least 2,000 shares, within two years (directors) or within five years (executives); as of 12/31/2024, all directors and NEOs were in compliance (Cagle is not an NEO in the 2025 proxy) .
- Anti-Hedging/Anti-Pledging: Company maintains anti-hedging and anti-pledging policies; robust clawback policy adopted Dec 1, 2023 compliant with Nasdaq/SEC rules .
- Beneficial Ownership: Not itemized for Cagle in the 2025 proxy’s beneficial ownership table (covers directors/NEOs) -.
Employment Terms
| Term | Key Provisions | Source |
|---|---|---|
| Agreement | Employment Agreement dated January 30, 2025 (CHRO) | |
| Initial Term & Renewal | 2-year term from Effective Date; automatic 1-year renewals unless notice 60 days before expiry | |
| “Cause” | Willful failure to perform/follow policy, unlawful acts, felony, loss of bond coverage, etc. | |
| “Good Reason” | Material diminution of CHRO duties/authority, material salary cut, or relocation >30 miles from Fresno, CA | |
| Severance – Without Cause / For Good Reason (no CIC) | 12 months of “Average Monthly Cash Compensation Amount” paid in installments; stops upon “comparable employment” | |
| Severance – Change in Control (within 12 months post-CIC and qualifying termination) | Lump sum = 18 × Average Monthly Cash Compensation Amount; paid within 90 days (or by March 15 following termination) | |
| 280G Cutback | Benefits reduced as necessary to avoid 280G nondeductibility (“cutback to avoid excise tax triggering”) | |
| 409A “Specified Employee” | 6-month delay for severance payments if deemed a specified employee | |
| Release Requirement | Severance contingent on signing a severance and release agreement within 30 days; effective within 60 days | |
| Confidentiality/Non-Solicit | Comprehensive confidentiality; for one year post-termination, may not use confidential info to solicit/recruit or induce employees | |
| Non-Compete | During employment (no post-employment non-compete beyond non-solicit and confidentiality use restrictions) | |
| Arbitration | Mutual agreement to arbitrate employment disputes; class/PAGA waivers (as permitted by law) | |
| Equity & Benefits | Eligible for restricted stock and standard executive benefits; equity vesting/acceleration governed by plan/award agreements | - |
| Clawback | Agreement subject to recoupment under applicable laws/“Payment Restrictions” (e.g., Dodd-Frank Section 954) |
Investment Implications
- Retention and change-in-control economics: 12 months severance on non-CIC termination and 18× monthly cash comp lump-sum on CIC qualifying termination balance retention with shareholder protection (280G cutback; 409A compliance). This framework reduces near-term turnover risk while preventing “golden parachute” excesses .
- Alignment and selling pressure: With anti-hedging/anti-pledging policies and restricted stock as the primary equity vehicle (time-based vesting, forfeiture on termination), insider selling pressure appears limited; acceleration is at Committee discretion and governed by plan documents .
- Pay-for-performance design: Cagle’s bonus is calibrated at 25% target with objective/subjective goals under the SMIP; the company’s 2024 incentive framework emphasized profitability, growth, asset quality, and efficiency—aligned with post-merger integration and efficiency priorities, and consistent with high 2024 say‑on‑pay support (94%) .
- Execution risk context: 2024 financials reflect merger-related charges but strong balance sheet expansion and capital ratios; HR leadership is pivotal for integration, culture, risk, and talent retention, suggesting Cagle’s role remains strategically material to value creation as the combined bank targets efficiency and disciplined growth .
Sources: 2025 DEF 14A (Apr 4, 2025) and Form 8-K (Jan 31, 2025).
Citations:
- Biography and role:
- Company performance highlights and incentive outcomes context:
- Pay vs Performance TSR and say-on-pay:
- Ownership policy and hedging/pledging/clawback:
- 2025 Omnibus Plan mechanics/vesting/acceleration:
- Cagle employment agreement compensation and severance terms: