Jeffrey M. Martin
About Jeffrey M. Martin
Jeffrey M. Martin, age 51, is Executive Vice President and Chief Banking Officer (CBO) of Community West Bancshares (CWBC), promoted April 1, 2024 after serving as EVP, Market Executive since April 2022. He holds a B.S. from California State University, Sacramento, and brings 20+ years of banking leadership including a prior role as regional president at a California community bank . During 2024, Company performance reflected merger‑driven expansion: net income was $7.7M with diluted EPS $0.46, total assets +45% to $3.52B, net loans +$1.03B (+81%), deposits +43% to $2.91B, and Q4 net interest margin rose to 3.95% . Company TSR (value of $100 initial investment) measured $144 at FY2024 vs $162 FY2023 and $149 FY2022; peer KBW Regional Bank Index TSR was $143 FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community West Bancshares / Community West Bank | EVP, Market Executive | 2022–2024 | Led market growth prior to CWBC/CWB merger closing |
| Community West Bancshares / Community West Bank | EVP, Chief Banking Officer | 2024–Present | Oversees companywide banking, deposits and lending strategy post‑merger |
External Roles
Not specifically disclosed for Mr. Martin beyond service with “numerous nonprofit organizations” .
Fixed Compensation
Base salary rates (effective March 1 of year):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $235,000 | $285,000 |
Salary paid (as reported in Summary Compensation):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary Paid ($) | $215,000 | $231,923 | $273,269 |
Annual bonus design and outcomes:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus % of Base | Not disclosed | Not disclosed | 35% ($99,750) |
| Actual Cash Bonus ($) | $91,803 | $82,250 | $108,000 (108% of target) |
Perquisites (selected items, 2024):
| Item | Amount ($) |
|---|---|
| Auto allowance | $18,000 |
| Group insurance benefit allowance | $25,341 |
| 401(k) contribution | $21,251 |
Performance Compensation
2024 incentive plan metrics, weightings for Mr. Martin, targets, actuals and payouts:
| Metric | Weighting (Martin) | Threshold | Target | Maximum | Adjusted 2024 Result | Payout % |
|---|---|---|---|---|---|---|
| Net Consolidated Income ($000) | 35% | 24,032 | 28,273 | 32,514 | 28,366 | 101% |
| YTD Average Loans Outstanding ($000) | 20% | 1,826,981 | 2,029,979 | 2,232,977 | 1,980,000 (merger‑adjusted) | 88% |
| YTD Average Total Deposits ($000) | 15% | 2,166,523 | 2,407,248 | 2,647,973 | 2,500,000 (brokered/merger‑adjusted) | 119% |
| Classified/Criticized Loans / Gross Loans (%) | 20% | 8.50% | 7.50% | 6.50% | 3.10% | 150% |
| Non‑Interest Expense / Average Assets (%) | 10% | 2.71% | 2.51% | 2.31% | 2.59% | 70% |
Notes:
- The Compensation Committee made discretionary adjustments to exclude significant one‑time merger and investment portfolio restructuring costs from Net Income and NIE/Average Assets targets and results .
- Mr. Martin’s annual incentive was paid fully in cash for 2024 ($108,000; 108% of target) .
Equity Ownership & Alignment
Beneficial ownership and unvested equity:
| Item | Value |
|---|---|
| Shares Beneficially Owned | 18,872 (<1%) |
| Ownership Guideline | 2,000 shares minimum; executives in compliance as of 12/31/2024 |
| Anti‑Hedging / Anti‑Pledging Policy | Prohibits short sales, pledging, and hedging |
| Clawback Policy | Recoup erroneously awarded incentive comp for 3 prior fiscal years upon restatement (Nasdaq 10D‑1 compliant) |
Unvested restricted stock and vesting schedule (as of 12/31/2024; closing price $19.37):
| Grant | Shares Unvested | Vesting Dates | Market Value ($) |
|---|---|---|---|
| 2022 RSUs | 622 | Final tranche Jun 15, 2025 | $12,048 |
| 2023 RSUs | 3,357 | May 17, 2025; May 17, 2026 | $65,025 |
| 2024 RSUs | 6,065 | May 30, 2025; May 30, 2026; May 30, 2027 | $117,479 |
Equity grants (2024):
| Grant Date | Shares | Grant‑Date Fair Value ($) | Vesting Terms |
|---|---|---|---|
| May 30, 2024 | 6,065 | $100,000 | 33.33% per year; vests on May 30, 2025/2026/2027 |
Insider selling pressure indicators:
- Upcoming scheduled vesting in 2025–2027 from RSUs (6,065 shares 2024 grant; residual tranches from 2022–2023 grants) may add incremental supply; no options outstanding or pledging disclosed .
Employment Terms
Trigger economics and restrictive covenants:
| Provision | Terms |
|---|---|
| Change‑in‑Control Cash | Lump sum equal to 18× average monthly total cash compensation (single trigger) |
| Termination Without Cause or For Good Reason (no CIC) | Monthly payments for 12 months equal to average monthly total cash compensation (ceases upon comparable employment) |
| CIC Equity Acceleration | Unvested restricted stock vests immediately upon CIC |
| Non‑Compete / Confidentiality | Non‑compete during employment; post‑termination one‑year restriction on using confidential info to solicit employees; confidentiality obligations |
Estimated payments if event occurred on 12/31/2024:
| Event | Employment Agreement ($) | Accelerated Restricted Stock ($) | Total ($) |
|---|---|---|---|
| Voluntary termination for good reason | $397,127 | — | $397,127 |
| Involuntary termination without cause | $397,127 | — | $397,127 |
| Change of control | $595,691 | $194,552 | $790,243 |
Governance, Peer Benchmark, and Say‑on‑Pay Context
- Compensation peer group used for benchmarking: Bank of Marin Bancorp; BayCom Corp; California BanCorp; First Northern Community Bancorp; Heritage Commerce Corp; American Riviera Bancorp; Oak Valley Bancorp; Five Star Bancorp; Sierra Bancorp; United Security Bancshares; Farmers & Merchants Bancorp; Community West Bancshares (pre‑merger) .
- 2024 say‑on‑pay support: approximately 94% approval .
- Compensation governance positives: ownership guidelines, clawback, anti‑hedging/anti‑pledging; no tax gross‑ups; no option repricing without shareholder approval .
Risk Indicators & Observations
- Goalpost adjustments: The Committee excluded significant merger and securities restructuring costs when evaluating Net Income and expense performance for incentives, elevating payouts despite GAAP impacts—an alignment risk if repeated .
- Single‑trigger CIC cash for non‑CEO executives creates potential retention risk around corporate activity but also raises overpayment risk absent job loss; Martin’s estimated CIC package totals ~$790K including accelerated equity .
- No pledging allowed; hedging prohibited; clawback policy in place—positive alignment safeguards .
Investment Implications
- Pay‑for‑performance alignment is mixed: Martin’s 2024 metrics were largely financial and risk‑sensitive (credit quality, deposits/loans), but discretionary adjustments to remove merger costs boosted payouts, diluting strict GAAP alignment .
- Retention appears solid: competitive base ($285K) and time‑based RSUs with multi‑year vesting; CIC economics are meaningful but standard for regional banks and equity acceleration is common .
- Insider supply: RSU vesting through 2027 provides predictable issuance; no options or pledging, reducing near‑term forced‑sale pressure .
- Company fundamentals improved into Q4 2024 (NIM 3.95%, deposits mix stable), supporting operational KPIs in Martin’s scorecard; however, full‑year GAAP earnings were merger‑depressed, and TSR trailed prior year, warranting scrutiny of future incentive adjustments .