Robert J. Flautt
About Robert J. Flautt
Independent director at Community West Bancshares (CWBC) since 2017; age 74. Retired former President, CEO and Director of Folsom Lake Bank (acquired by CWBC in 2017) with 44 years of banking experience and a strong record of service in Greater Sacramento community and non-profit organizations. The Board cites his deep understanding of banking laws and regulations, board responsibilities, and regional market knowledge as key credentials. He is designated an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Folsom Lake Bank | President, CEO, Director | Through 2017 (bank acquired by CWBC in 2017; appointed CWBC director in 2017) | 44 years of banking experience; recognized for banking law/regulatory knowledge and community ties in Greater Sacramento . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various local community service and non-profit organizations | Board/executive roles | Not disclosed | Record of service noted; specific organizations not listed in proxy . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards . |
| Board Service | Director since 2017 . |
| Committees | Strategic Planning Committee – Member (Committee met 3 times in 2024). Not listed as member of Audit, Compensation, Nomination & Governance, or Executive Committees . |
| Board Meetings | Board held 10 meetings in 2024 . |
| Attendance | Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 . |
| Shareholder Meeting Attendance | All 15 directors attended the 2024 Annual Meeting . |
| Stock Ownership Policy | Directors must own at least 2,000 shares (separate from grants) within two years; as of Dec 31, 2024, all directors and NEOs were in compliance . |
| Anti-Hedging/Pledging | Company maintains anti-hedging and anti-pledging policies; trading policy prohibits short sales, pledging, and other hedging transactions in company stock . |
Fixed Compensation
| Component | 2024 Amount/Structure |
|---|---|
| Annual cash retainer (non-employee directors) | $34,800 per director; Vice Chair and Chair receive $44,400 . |
| Committee chair fee | $200 per meeting chaired . |
| Meeting fees | No fees for attendance at Board or committee meetings (non-chairs) . |
| Robert J. Flautt – Fees earned (cash) | $35,800 in 2024 . |
| Robert J. Flautt – All other compensation | $5,970 imputed value for insurance coverage under director split-dollar arrangement associated with the director deferred compensation program . |
Performance Compensation
| Grant date | Award type | Shares | Grant-date fair value | Vesting |
|---|---|---|---|---|
| May 30, 2024 | Restricted stock (annual director grant) | 1,820 | $30,000 | One-year vest (for all non-employee directors) . |
No performance-conditioned metrics are tied to director compensation in the proxy; equity awards are time-based restricted stock for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Flautt in the proxy biography . |
| Prior public company boards | Not disclosed . |
| Potential interlocks/conflicts | Not disclosed; no material related-party transactions reported . |
Expertise & Qualifications
- Retired bank CEO with 44 years in banking; strong understanding of banking laws/regulations and board responsibilities; deep knowledge of Greater Sacramento communities .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 32,014 shares (as of record date March 28, 2025) . |
| Percent of class | <1% (denoted “*” in proxy table) . |
| Unvested restricted stock included | 1,820 shares unvested (eligible to vote) . |
| Ownership guideline status | Company states all directors were in compliance with 2,000-share guideline as of Dec 31, 2024 . |
| Pledging/Hedging | Prohibited by policy . |
Governance Assessment
-
Strengths
- Independent status; committee placement on Strategic Planning (strategy/expansion/M&A oversight) .
- Attendance: Board reports all incumbents met ≥75% threshold; full director attendance at 2024 annual meeting .
- Alignment: Ownership guideline compliance across the Board; annual director equity grant (time-based RS) .
- Shareholder-friendly policies: Anti-hedging/anti-pledging; robust clawback for executives; strong say-on-pay support (94% in prior year) .
- Conflicts: No material related-party transactions; related-party loans (if any) on market terms .
-
Watch items
- Related-party oversight is governed through the Code of Ethics; Board has not adopted a standalone written related-party transactions policy (though procedures require disinterested Board approval) .
- Director equity vests in one year, which is common but offers shorter-term horizon versus multi-year vesting structures .
-
Compensation reasonableness
- Mr. Flautt’s 2024 director compensation totaled $71,770 (cash $35,800; stock $30,000; other $5,970), broadly consistent with small-cap bank peers’ modest director pay levels and includes standard annual RS grant .