Martin E. Plourd
About Martin E. Plourd
Martin E. Plourd (age 67) is President of Community West Bancshares and a director of both the Company and the Bank, appointed April 1, 2024 upon completion of the acquisition of Community West Bancshares (CWB). He has 44 years in banking, with prior leadership roles at Rabobank/Valley Independent Bank, Temecula Valley Bank, and as a consultant; he is a graduate of Stonier Graduate School of Banking and California State Polytechnic University . Company 2024 performance post-merger: net income $7.7 million and EPS $0.46; loans grew 81% and deposits 43% with strong capital ratios; cumulative TSR value was 144 vs peer index 143 (KBW Regional Banking Index) from a 12/31/2020 base .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community West Bancshares (pre-merger) | President, CEO, Director | 2011–2024 | Led CWB through to combination with Central Valley Community Bancorp; broad management, lending, marketing, and bank operations experience . |
| Consulting engagements | Consultant (strategy, acquisitions, compliance) | 2009–2011 | Advised banks on strategic planning, M&A, and compliance . |
| Temecula Valley Bank | COO; later President & Director | 2005–2009 | Senior operating and leadership roles in a California community bank . |
| Rabobank/Valley Independent Bank | Various roles | ~1987–2005 (18 years) | Long-tenured banking experience across functions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Foundation for Cottage Rehabilitation & Goleta Valley Cottage Hospitals | Trustee; Finance, Audit & Investment committees | Current | Governance and financial oversight roles . |
| Scholarship Foundation of Santa Barbara | Board Member | Current | Community and education support . |
| Rotary Club of Goleta | Member | Current | Community engagement . |
| California Bankers Association | Executive Board Member | Current | Industry leadership . |
| Cal Poly, College of Agriculture | Advisory Board Member | Current | Academic-industry bridge . |
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Base Salary | 525,000 | Effective March 1, 2024 . |
| All Other Compensation – Change-in-Control payment | 525,000 | Payment under Pre-Closing Agreement triggered by CWB merger . |
| All Other Compensation – Auto allowance (company automobile equivalent) | 6,006 | Perquisites disclosed . |
| All Other Compensation – Group insurance benefit allowance | 14,347 | Perquisites disclosed . |
| All Other Compensation – 401(k) contribution | 24,658 | Company contribution . |
| All Other Compensation – Cell phone allowance | 900 | Perquisites disclosed . |
| All Other Compensation – Country club dues | 4,000 | Perquisites disclosed . |
| Total Compensation | 988,566 | Per Summary Compensation Table . |
Note: Mr. Plourd’s employment agreement does not require or specify an annual incentive plan; no annual bonus target was set for 2024 .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | N/A | N/A | N/A | N/A | N/A | N/A — employment agreement does not specify an incentive plan . |
| Restricted Stock (RS) | Time-based | — | — | — | — | 1,820 shares granted 5/30/2024; vests fully 12 months on 5/30/2025; grant-date fair value $30,000 . |
| Options | — | — | — | — | — | Multiple exercisable tranches outstanding; expirations range 2025–2032; strikes $8.78–$18.93 . |
Company-wide NEO incentive metrics (for context): Net consolidated income; YTD average loans; YTD average total deposits; Classified/Criticized Loans/Gross Loans; Non-Interest Expense/Average Assets; Peer ROA percentile; Leadership & Shareholder Value, with discretionary adjustments to exclude merger-related and investment portfolio restructuring effects .
Equity Ownership & Alignment
| As of Record Date (Mar 28, 2025) | Shares/Units | Value/Percent |
|---|---|---|
| Beneficial ownership (total) | 213,309 | 1.12% of outstanding (based on 19,061,009 shares) . |
| Options exercisable within 60 days (included above) | 120,873 | Included in beneficial ownership; exercisable within 60 days . |
| Unvested restricted stock | 1,820 | Market value $35,253 at $19.37 closing price on 12/31/2024 . |
- Insider trading policy prohibits hedging and pledging of Company stock; anti-hedging and anti-pledging policies are maintained .
- Ownership guidelines require minimum 2,000 shares (excluding grants) within two years of director appointment; all directors and NEOs were in compliance as of 12/31/2024 .
- Unvested RS vests 5/30/2025, a potential near-term liquidity event; several option tranches mature starting 3/25/2025 (monitor for exercise-related selling) .
Employment Terms
| Term | Provision | Economics |
|---|---|---|
| Role & start date | President and Director effective 4/1/2024 | Appointed concurrent with close of CWB acquisition . |
| Contract structure | Executive employment agreement | Similar terms to other NEOs; automobile or allowance; restricted shares; paid vacation . |
| Incentive plan | Not specified | Agreement does not require/specify an annual incentive plan . |
| Severance – without cause or for good reason | 12 months of average monthly total cash compensation | Estimated $525,000 if triggered at 12/31/2024 . |
| Change-in-control (CIC) | Single-trigger lump sum = 24 × average monthly total cash compensation | Estimated $1,050,000; immediate vesting of unexercised options and unvested RS . |
| Equity acceleration on CIC | Immediate vesting | RS acceleration value estimated $35,253 (based on $19.37 price at 12/31/2024) . |
| Non-compete & non-solicit | Non-compete during employment; post-termination non-solicit of employees for 1 year (confidential information protections) | Per 2025 employment agreements framework; consistent with executive agreements . |
| Clawback policy | Restatement-based clawback under SEC/Nasdaq rules (Section 10D-1) | Applies to incentive-based compensation for prior 3 fiscal years; adopted Dec 1, 2023 . |
| Tax gross-ups | None | Company discloses no tax gross-ups policy . |
Board Governance
- Board service: Director since 4/1/2024; not independent (as President) — independent directors listed exclude Mr. Plourd .
- Committees: Member, Strategic Planning Committee; reviews strategic plan, new offices, premises, and M&A feasibility .
- Executive Committee: Serves as advisor (non-member) to Executive Committee established April 1, 2024 .
- Board structure: Separate Chairman (Daniel J. Doyle) and CEO (James J. Kim); Doyle deemed independent since 2019, supporting independent oversight .
- Attendance: Board held 10 meetings in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; all 15 directors attended the 2024 Annual Meeting .
Director Compensation
- Employee directors (including President) do not receive non-employee director cash fees; Vice Chairman/Chairman receive $44,400 annual cash fee; other non-employee directors receive $34,800; committee chairs receive $200 per meeting .
- On May 30, 2024, 1,820 RS were granted to each non-employee director (1-year vesting); employee directors are excluded from non-employee director grants .
- Mr. Plourd’s 1,820-share RS grant on May 30, 2024 is disclosed under NEO equity awards (12-month vest) .
Compensation Committee Analysis
- Committee membership: Independent directors Bartlein (Chair), Cunningham, Dobyns, Elliott, Smittcamp .
- Independent consultant: Pearl Meyer retained; conducted peer benchmarking; no conflicts; Nasdaq/SEC independence assessment performed .
- Peer group (California commercial banks, 0.5–2.5× assets): Bank of Marin, BayCom, California BanCorp, First Northern, Heritage Commerce, American Riviera, Oak Valley, Five Star, Sierra, United Security, Farmers & Merchants, Community West (acquired) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~94% approval .
- Governance practices: Emphasis on variable pay; share ownership guidelines; anti-hedging/anti-pledging; robust clawback; no tax gross-ups; no option repricing without shareholder approval .
Equity Incentives Detail (2024)
| Award Type | Grant Date | Shares/Units | Vesting | Grant Value ($) |
|---|---|---|---|---|
| Restricted Stock (NEO) | 5/30/2024 | 1,820 | 12 months; vest 5/30/2025 | 30,000 . |
| Options (exercisable at 12/31/2024) | Strike ($) | Expiration |
|---|---|---|
| 15,800; 1,304 | 8.78 | 3/25/2025 . |
| 18,594; 1,157 | 8.98 | 3/24/2026 . |
| 9,243; 6,557 | 13.33 | 2/22/2027 . |
| 3,160; 4,740 | 14.21 | 12/20/2027 . |
| 6,102; 9,699 | 13.66 | 11/14/2028 . |
| 9,480; 6,320 | 13.84 | 2/26/2030 . |
| 948; 1,422 | 8.79 | 4/29/2030 . |
| 12,831; 6,920 | 12.81 | 2/25/2031 . |
| 15,800 | 16.67 | 11/18/2031 . |
| 7,900 | 18.93 | 11/16/2032 . |
Risk Indicators & Red Flags
- Single-trigger CIC cash payout (24× average monthly cash) with immediate equity vesting reduces retention-contingent alignment under change-of-control scenarios .
- A significant portion of beneficial ownership reflects exercisable options; earliest maturities in March 2025 may create exercise-driven trading pressure .
- No material related party transactions >$120,000 disclosed; related-party lending conducted on market terms; mitigates conflict concerns .
- Anti-pledging/anti-hedging policies and clawback reduce alignment risk; no tax gross-ups .
- Strong say-on-pay support (94%) suggests investor acceptance of the pay design .
Equity Ownership Alignment
- Beneficial ownership at 1.12% of shares outstanding is high for a community bank executive, signaling skin-in-the-game; included exercisable options (120,873) and unvested RS (1,820) .
- Ownership guideline compliance achieved; minimum 2,000 shares separate from grants; no pledging permitted .
Employment Terms Summary (Economics)
| Scenario | Cash Severance | Equity Acceleration | Total (Est. at 12/31/2024) |
|---|---|---|---|
| Voluntary termination for good reason | $525,000 | — | $525,000 . |
| Involuntary termination without cause | $525,000 | — | $525,000 . |
| Change in control | $1,050,000 | $35,253 RS | $1,085,253 . |
Investment Implications
- Alignment: Meaningful ownership and anti-pledging/hedging policy are positives; however, single-trigger CIC cash and equity acceleration dilute long-term retention incentives in a sale scenario .
- Near-term selling pressure: RS vesting on 5/30/2025 and multiple option expiries starting 3/25/2025 warrant monitoring for potential insider-related supply .
- Pay-for-performance: No specified annual incentive plan for the President limits direct linkage to quantified annual metrics; equity grants provide longer-term alignment .
- Governance: Non-independent executive-director dual role is mitigated by separate Chairman/CEO and majority independent board; Strategic Planning Committee membership gives Plourd influence on M&A/expansion .
- Shareholder signals: Strong say-on-pay approval (94%) and use of independent compensation consultant support continuity in compensation practices .