James J. Kim
About James J. Kim
James J. Kim (age 49) is Chief Executive Officer and Director of Community West Bancshares (CWBC) and Community West Bank; he became CEO and joined the Board on November 1, 2021, after serving as EVP/COO (Feb 2019–Nov 2021) and EVP/Chief Administrative Officer (Jan 2018–Feb 2019). He holds a BS in Accountancy and an MBA from California State University, Sacramento . Pay-versus-performance disclosures show the value of a $100 investment in CWBC at 12/31/2020 evolved to $143 (2021), $149 (2022), $162 (2023), and $144 (2024); 2024 net income was $7.666 million, impacted by $20.5 million of merger-related expenses as CWBC closed the acquisition of Community West Bancshares on April 1, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community West Bancshares / Community West Bank | Chief Executive Officer and Director | Nov 1, 2021–Present | Led completion/integration of Community West Bancshares merger (4/1/2024); managed through challenging rate/cycle dynamics . |
| Community West Bank | EVP & Chief Operating Officer | Feb 2019–Nov 2021 | Drove operations through pre-merger growth period . |
| Community West Bank | EVP & Chief Administrative Officer | Jan 2018–Feb 2019 | Built administrative and operating rigor post prior acquisitions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various Sacramento-region financial institutions (not individually named) | Controller, COO, CFO, CEO | Pre-2018 | Senior leadership experience across finance and operations in regional banks . |
Board Service and Governance
- Board service history and roles: Director since Nov 1, 2021; CEO and Director dual role. The Chair position is separate and held by independent director Daniel J. Doyle, preserving independent oversight; Kim serves on the Strategic Planning Committee and acts as an advisor (with President Plourd) to the Executive Committee established April 1, 2024 .
- Independence: Board affirms independence for a majority of directors; as CEO, Kim is not independent. Separation of Chair/CEO mitigates dual-role concerns and supports governance checks and balances .
- Attendance: Board held 10 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings .
Fixed Compensation
| Element | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | $425,000 | $509,615 | $546,154 | Committee-set; base moved from $525,000 to $550,000 effective Mar 1, 2024 (+4.8%) . |
| Target Annual Bonus (% of base) | — | — | 50% (=$275,000) | CEO plan target as per employment agreement . |
| Perquisites | — | — | Country club membership; auto allowance $1,500/month; benefits; 20 vacation days | Provided under employment agreement . |
Performance Compensation
-
Annual Incentive (Short-Term)
- Plan design and targets: CEO target 50% of base salary; threshold/target/max potentials $137,500/$275,000/$412,500 for 2024 .
- Performance metrics: growth in net income, average loans, and average non-brokered deposits; Committee also evaluated leadership/shareholder value in 2024 (no discretionary adjustments to payout) .
- 2024 result: Paid 100% of target; cash payout $274,725 .
-
Long-Term Incentives (Equity)
- 2024 CEO grant: 9,275 time-based RSUs on Jan 17, 2024 (grant-date fair value $184,000); vest 20% annually on Jan 17 of 2025–2029 .
- Outstanding/unvested as of 12/31/2024: Prior grants vest 20% per year with remaining vest dates on Feb 1, 2025–2027 and Feb 1 of 2025–2028, respectively; 2024 grant vests 2025–2029 .
Annual Incentive Payout Detail (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Net Income growth | Not disclosed | Not disclosed | Not disclosed | 100% of target payout overall | Cash paid Q1 2025 . |
| Average Loans growth | Not disclosed | Not disclosed | Not disclosed | Included in 100% outcome | Cash . |
| Average Non-brokered Deposits growth | Not disclosed | Not disclosed | Not disclosed | Included in 100% outcome | Cash . |
| Leadership & Shareholder Value | Discretionary factor, no adjustments made | Qualitative | Positive assessment | No discretionary change | — |
Equity Grants and Vesting Schedules (CEO)
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Jan 17, 2024 | RSU | 9,275 | 184,000 | 20% each Jan 17, 2025–2029 . |
| Prior grants | RSU | 2,821 unvested; 4,126 unvested | Market value $54,643; $79,921 at 12/31/2024 | 20% per year; remaining vest dates Feb 1 in 2025–2027 and 2025–2028, respectively . |
Multi‑Year CEO Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 425,000 | 106,243 | 251,696 | 79,875 | 862,814 |
| 2023 | 509,615 | 131,246 | 209,882 | 77,464 | 933,986 |
| 2024 | 546,154 | 184,000 | 274,725 | 115,627 | 1,120,506 |
Equity Ownership & Alignment
- Beneficial ownership: 60,178 shares as of record date; less than 1% of outstanding (based on 19,061,009 shares) .
- Vested vs. unvested: Includes 16,222 unvested restricted shares eligible to vote; implied vested ≈ 43,956 shares (beneficial ownership table detail) .
- Options: No CEO options outstanding disclosed; outstanding equity consists of time-based restricted stock/RSUs .
- Stock ownership guidelines: Minimum 2,000 shares for executives; all directors and NEOs were in compliance as of 12/31/2024 .
- Hedging/pledging: Company maintains anti-hedging and anti-pledging policies .
- Clawback: Robust clawback policy applies to senior executives .
Employment Terms
- Agreement term and renewal: CEO employment agreement effective Nov 1, 2021; initial term through Oct 31, 2024 with automatic one-year renewals unless either party provides 60 days’ notice; Board sets annual salary .
- Incentives and equity: Eligible for annual incentive based on Board-established goals and three annual restricted stock grants, each up to 25% of salary at grant date (grants made in 2022, 2023, 2024) .
- Perquisites: Bank-paid country club membership, $1,500/month auto allowance, medical/dental plans, and 20 days vacation .
- Severance and change-in-control (CIC):
- Without cause or for good reason (no CIC): 12 months of average annual cash compensation paid monthly; ceases upon obtaining comparable employment .
- CIC (within 12 months and termination without cause/for good reason/non-renewal): Lump sum equal to 2x average annual total cash compensation (3-year average) .
- Equity acceleration: Unexercised options and unvested restricted stock vest immediately upon dissolution/liquidation/merger/CIC (plan terms) .
- Salary Continuation Agreement (SERP-type): Upon CIC, lump sum equal to present value of 100% of normal retirement benefit through March 1, 2038; estimated at $981,375 as of 12/31/2024 .
- 2025 amendment: Early termination benefit payable if terminated other than for cause before March 1, 2038; paid in 180 monthly installments with 3% annual increase (benefit equals GAAP accrued obligation at separation) .
- Non-compete/Non-solicit/Confidentiality (new 2025 agreements): Non-compete during employment; one-year non-solicit post-termination; confidentiality obligations maintained .
Potential Payments (Estimated if event on 12/31/2024)
| Event | Employment Agreement ($) | Accelerated RSUs ($) | Life Insurance ($) | Salary Continuation ($) | Total ($) |
|---|---|---|---|---|---|
| Voluntary for good reason | 739,024 | — | — | — | 739,024 |
| Involuntary without cause | 739,024 | — | — | — | 739,024 |
| Change in control | 1,478,048 | 314,221 | — | 981,375 | 2,773,644 |
| Death | — | — | 205,481 | — | 205,481 |
Pay Versus Performance and Operating Highlights
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR (Value of $100 at 12/31/2020) ($) | 143 | 149 | 162 | 144 |
| Peer TSR (KBW Regional Bank Index) ($) | 137 | 127 | 127 | 143 |
| CEO “Compensation Actually Paid” ($) | 535,829 | 857,239 | 931,654 | 1,117,716 |
| Net Income (millions) ($) | 28.401 | 26.645 | 26.645 | 7.666 |
| Avg. Non-brokered deposits (millions) ($) | 1,975 | 2,156 | 2,063 | 2,367 |
- 2024 business highlights (merger-adjusted environment): Net loans +$1.03B (81%); total assets +$1.09B (45%); deposits +43% to $2.91B; total cost of deposits rose to 1.53% (from 0.72% in 2023); strong capital ratios (Tier 1 leverage 9.17%, CET1 11.15%, Tier 1 RBC 11.33%, Total RBC 13.58%) .
Director Compensation and Say‑on‑Pay
- Employee directors (incl. CEO) do not receive Board retainers; non-employee directors receive $34,800 annual fee ($44,400 for Chair/Vice Chair), $200 per committee meeting chaired, and an annual grant of 1,820 restricted shares (1-year vest) .
- Say‑on‑pay: 2024 advisory support approximately 94% ; 2025 advisory resolution approved (For 12,046,426; Against 589,148; Abstain 654,660; Broker Non-Votes 1,754,805) .
Compensation Structure Analysis
- Mix and trend: From 2022 to 2024, base salary and equity grants increased as the company scaled post-merger; 2024 cash bonus paid at 100% of target (CEO $274,725) alongside higher “all other” compensation reflecting perqs/benefits .
- Shift in vehicles: CEO equity delivered as time-based restricted stock (no option awards disclosed), which lowers performance leverage vs options but supports retention (20% annual vesting) .
- Governance checks: No tax gross-ups; no repricing; anti-hedging/pledging; clawback policy in effect; use of independent consultant (Pearl Meyer) and a California bank peer group for benchmarking .
Related Party Transactions and Red Flags
- Related party transactions: None material over $120,000 since Jan 1, 2024; routine related-party loans at market terms; Board reviews and approves per code of ethics .
- Risk indicators (observed): Anti-pledging policy (reduces alignment risk); strong say-on-pay outcomes; clear CIC/severance terms (2x cash CIC; equity acceleration); no evidence of repricing or tax gross-ups .
Compensation Committee Oversight
- Composition and independence: Compensation Committee chaired by Robert H. Bartlein; members Cunningham, Dobyns, Elliott, Smittcamp—each independent per Nasdaq rules; six meetings in 2024 .
- Consultant: Pearl Meyer retained as independent advisor; committee performs annual risk assessment of compensation programs (no material risk identified) .
Equity Ownership & Vesting Pressure (Near‑Term)
- Beneficial ownership includes 16,222 unvested shares; CEO also has a 2024 RSU grant with 20% (1,855 shares) vesting on January 17, 2025, plus scheduled vesting from prior grants on February 1, 2025. This cadence implies periodic windows when insider selling pressure may rise as tranches vest, subject to trading windows and personal diversification needs .
Investment Implications
- Alignment: CEO owns 60,178 shares (<1% of outstanding) and exceeds the 2,000-share guideline; time-based RSUs drive retention but provide limited explicit performance leverage relative to options/PSUs; anti-hedging/anti-pledging policy supports alignment .
- Retention/CIC economics: Double-trigger CIC cash (2x average annual cash comp) plus full equity vesting and a SERP lump sum (est. $981k) create robust protection; the 2025 SERP amendment adds early termination benefits (installments), further reducing retention risk .
- Pay-for-performance: 2024 bonus paid at 100% of target despite depressed GAAP net income from merger-related charges; metrics emphasize core growth (loans/deposits) and operational execution during integration, which may justify payout normalization through the transaction cycle .
- Trading signals: Predictable annual RSU vesting (Jan/Feb) can create incremental sell pressure; strong say‑on‑pay and governance profile mitigate headline risk; watch integration milestones, cost of deposits trajectory, and capital ratios as key operating scorecards tied to incentive design .