Kirk B. Stovesand
About Kirk B. Stovesand
Independent director of Community West Bancshares (CWBC) since April 1, 2024 (joined the CWBC board upon completion of the Community West Bancshares merger), age 62, and a partner at Walpole & Co., a CPA and consulting firm. He holds a BA in Business Economics (UC Santa Barbara), a Master’s in Taxation (Golden Gate University), and a Master Certificate in Global Business Management (George Washington University); he is a CPA and CFP, and is designated an “audit committee financial expert.” He previously served as a director of the legacy Community West Bancshares since 2003, giving him two decades of bank governance experience prior to joining CWBC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walpole & Co., LLP | Partner | Not disclosed | Brings broad financial/accounting and tax expertise to bank governance as a designated audit committee financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Not disclosed | Professional affiliation reinforcing accounting expertise |
| Various for‑profit and non‑profit boards | Director/member | Not disclosed | Specific entities not listed in the proxy |
Board Governance
- Independence: Determined independent by the Board under Nasdaq standards .
- Committees and roles:
- Audit Committee member; designated by the Board as an “audit committee financial expert” .
- Nomination & Governance Committee member .
- Strategic Planning Committee member .
- Not on the Compensation Committee or Executive Committee .
- Attendance and engagement:
- In 2024, every incumbent director attended at least 75% of Board and committee meetings; all 15 directors attended the 2024 Annual Meeting (May 30, 2024) .
- Board structure:
- Chairman is separate from CEO; Chair is Daniel J. Doyle (independent since 2019 per Nasdaq rules) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (policy) | $34,800 for non‑employee directors; Committee chairs receive +$200 per meeting; no meeting fees otherwise | Board policy for directors; Vice Chair/Chair receive different amounts ($44,400) |
| 2024 fees actually paid (Stovesand) | $23,200 | Partial year after April 1, 2024 appointment |
| 2024 equity grant | 1,820 restricted shares; grant date May 30, 2024; $30,000 grant‑date fair value; one‑year vest to May 30, 2025 | Granted to each non‑employee director under the 2015 plan |
- Mix (2024 actuals): ~44% cash ($23,200) / ~56% equity ($30,000), based on reported fees and grant-date fair value .
Performance Compensation
- None disclosed for directors; annual equity grants are time‑based restricted stock (no performance conditions) with one‑year vesting for 2024 awards .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in the proxy; biography notes service on many for‑profit and non‑profit boards without listing public company roles . |
Expertise & Qualifications
- CPA and CFP; Master’s in Taxation; Master Certificate in Global Business Management, BA in Business Economics .
- Board‑recognized “audit committee financial expert” (financial reporting, internal controls, and audit oversight competency) .
- Deep banking oversight experience from ~2003–2024 as a director at legacy Community West Bancshares prior to merger closing .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 78,859 shares | As of record date March 28, 2025; under 1% of outstanding |
| Ownership as % of outstanding | <1% | Marked “*” in table denoting less than 1% |
| Options | 6,320 options exercisable within 60 days of the record date | Counted as beneficially owned; reflects vested options from prior service |
| Unvested restricted stock | 1,820 shares (grant 5/30/2024; 1‑yr vest) | Granted to each non‑employee director; eligible to vote while unvested |
| Stock ownership guideline | 2,000 shares required within 2 years of appointment (directors) | All directors/NEOs were in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited (anti‑hedging and anti‑pledging policy) | Insider trading policy prohibits short sales, pledging and hedging |
Governance Assessment
-
Positives and confidence signals
- Independent director serving on Audit and Nomination & Governance committees, with Board‑designated “audit committee financial expert” status—supports credible oversight of financial reporting and board refreshment .
- Attendance and engagement: Board‑wide attendance met ≥75% threshold; full attendance at the 2024 annual meeting—no engagement red flags noted .
- Ownership alignment: Director equity grant program plus 2,000‑share director ownership requirement; all directors in compliance as of year‑end 2024 .
- Risk policies: Company has anti‑hedging/anti‑pledging restrictions and a robust clawback policy (for executives) adopted in December 2023—reduces misalignment risk and inappropriate risk‑taking incentives at the top .
-
Watch items / potential red flags
- Related‑party transaction framework: Board states there is no separate written related‑party transaction policy; such matters are handled under the Code of Ethics with approval by disinterested directors. While acceptable under law, many investors prefer a standalone, formal policy—worth monitoring post‑merger integration .
- Compensation judgment (board‑level oversight): The Compensation Committee adjusted 2024 performance results to exclude merger‑related and investment portfolio restructuring costs when determining executive incentives; although Mr. Stovesand is not on that committee, the board’s overall governance approach bears monitoring to ensure pay‑for‑performance discipline during integration years (Say‑on‑Pay support was strong at ~94%) .
No material related‑party transactions (>$120,000) involving directors/officers were reported for 2024; related‑party loans, where applicable, were made on terms consistent with those to non‑affiliates .
Board Governance (detail table)
| Attribute | Status / Detail |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Committees | Audit (member; financial expert); Nomination & Governance (member); Strategic Planning (member) |
| Chair roles | None (Audit Chair: Steven D. McDonald; Nomination Chair: William S. Smittcamp; Compensation Chair: Robert H. Bartlein) |
| Attendance | All directors met ≥75% attendance threshold in 2024; all 15 directors attended the 2024 Annual Meeting |
| Years of service on CWBC board | Since April 1, 2024 (prior director at legacy Community West Bancshares since 2003) |
Director Compensation (2024 actuals)
| Component | Amount |
|---|---|
| Fees earned (cash) | $23,200 |
| Stock awards (grant-date fair value) | $30,000 (1,820 RS; 5/30/2024; one‑year vest) |
| All other compensation | $0 (no split‑dollar insurance imputed value reported for him) |
| Total | $53,200 |
Other Directorships & Interlocks
- The proxy does not disclose any current public company directorships for Mr. Stovesand; his biography references service on various for‑profit and non‑profit boards without naming public companies .
Expertise & Qualifications
- CPA; CFP; Audit committee financial expert; advanced tax and global business credentials; extensive bank board experience from 2003–2024 before joining CWBC’s board—all aligned with audit/risk oversight for a regional community bank .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 78,859 |
| Percent of class | <1% |
| Options exercisable (within 60 days) | 6,320 |
| Unvested RS (2024 director grant) | 1,820; vests 5/30/2025 |
Governance Notes Relevant to Investors
- Say‑on‑Pay support (~94%) suggests shareholders have generally endorsed the company’s compensation philosophy during the merger year; however, the board’s (Compensation Committee’s) use of discretionary adjustments to exclude significant merger-related items merits continued monitoring of performance goal rigor in 2025–2026 .
- Anti‑pledging/anti‑hedging policy and ownership guidelines reduce misalignment risk; no pledged share disclosures for directors, and directors can vote unvested RS, which supports engagement and alignment .
- Absence of a standalone related‑party transaction policy is a modest governance gap; nonetheless, the proxy reported no material related‑party transactions in 2024 .