Shannon R. Livingston
About Shannon R. Livingston
Executive Vice President and Chief Financial Officer of Community West Bancshares since February 14, 2023; age 42; CPA; B.A. in Economics from Stanford University. Prior to CWBC, she spent 10 years at Moss Adams LLP and held senior finance roles at California financial institutions (EVP CFO; VP Controller; VP Internal Controls & Financial Reporting Manager) across banks up to $18B in assets, with responsibilities spanning strategic planning, financial management, accounting, risk management, auditing, and regulatory reporting .
Operating backdrop during her tenure: 2024 net income was $7.7M (vs. $25.5M in 2023) amid $20.5M of merger-related expenses; loans and assets grew 81% and 45% respectively; deposits +43%; cost of deposits rose to 1.53%; capital ratios remained strong (Tier 1 Leverage 9.17%, CET1 11.15%, Tier 1 RBC 11.33%, Total RBC 13.58%) .
Total shareholder return (value of $100) was 162 at 12/31/2023 and 144 at 12/31/2024 (KBW Regional Banking Index peer TSR: 127 and 143, respectively) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California financial institutions (various) | EVP CFO; VP Controller; VP Internal Controls & Financial Reporting Manager | Not disclosed | Led financial management, accounting, risk management, and regulatory reporting for banks up to $18B in assets . |
| Moss Adams LLP | Corporate strategic planning, financial management, accounting, risk management, auditing, regulatory reporting | 10 years | Advised financial institutions; strengthened finance, audit and regulatory capabilities . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (policy, effective March 1) | $300,000 | $330,000 |
| Salary paid (Summary Compensation Table) | $262,644 | $325,385 |
| Target bonus (% of base) | Not disclosed | 50% |
| Perquisites (All Other Compensation) | $23,870 | $58,920 |
| Perquisites detail (2024) | — | Auto allowance $16,500; group insurance $14,218; PTO cash-out $3,808; 401(k) contribution $17,250; country club dues $7,144 |
Performance Compensation
Annual Incentive Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| Actual annual cash incentive | $159,000 | $177,870 |
| Actual payout vs. target | Not disclosed | 108% |
Long-Term Incentives (LTI)
| Grant date | Type | Shares | Grant-date fair value | Vesting schedule |
|---|---|---|---|---|
| 5/30/2024 | Time-based RS | 7,581 | $125,000 | 1/3 on 5/30/2025 (2,527 shares), 1/3 on 5/30/2026 (2,527 shares), 1/3 on 5/17/2027 (2,527 shares) . |
| Prior grant (unvested at 12/31/2024) | Time-based RS | 4,221 | $81,761 market value at 12/31/2024 | 1/3 on 5/17/2025 (1,407 shares), 1/3 on 5/17/2026 (1,407 shares) . |
Notes: Market value of unvested shares at 12/31/2024 used $19.37 closing price: $146,844 (7,581 RS) and $81,761 (4,221 RS) . No stock options outstanding for Ms. Livingston .
2024 Performance Objectives for CFO (weighting, targets, results, payout)
| Metric | Weight (CFO) | Threshold | Target | Maximum | Adjusted 2024 Performance | Payout % Achieved |
|---|---|---|---|---|---|---|
| Net Consolidated Income | 25% | $24,032k | $28,273k | $32,514k | $28,366k (adjusted) | 101% |
| YTD Avg Loans Outstanding | 15% | $1,826,981k | $2,029,979k | $2,232,977k | $1,980,000k (adjusted) | 88% |
| YTD Avg Total Deposits | 15% | $2,166,523k | $2,407,248k | $2,647,973k | $2,500,000k (adjusted) | 119% |
| Classified/Criticized Loans / Gross Loans | 25% | 8.50% | 7.50% | 6.50% | 3.10% | 150% |
| Non-Interest Expense / Avg Assets | 20% | 2.71% | 2.51% | 2.31% | 2.59% (adjusted) | 70% |
Notes: Net income and expense goals were adjusted to exclude significant one-time 2024 merger-related costs and securities losses tied to a portfolio restructure, per Compensation Committee judgment .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial ownership (as of record date 3/28/2025) | 14,881 shares; “<1%” of outstanding (19,061,009 shares) |
| Of which: unvested restricted shares (voting rights retained) | 11,802 shares |
| Implied vested/direct ownership | 3,079 shares (14,881 – 11,802) |
| Options outstanding (exercisable/unexercisable) | None |
| Market value of unvested awards at 12/31/2024 | $228,605 total ($146,844 + $81,761) |
| Stock ownership policy | Minimum 2,000 shares separate from grants; executives have up to 5 years from appointment; all NEOs in compliance as of 12/31/2024 |
| Anti-hedging/anti-pledging | Policy maintained; trading policy prohibits short sales, pledging and other hedging |
Employment Terms
- Employment agreement (2025 update): EVPs (including Ms. Livingston) receive an annual incentive opportunity, restricted shares based on base salary, automobile or allowance, and paid vacation; confidentiality obligations; during employment a non-compete applies; for one year post-termination, must refrain from using confidential information to solicit employees .
- Severance and change-in-control (CIC): If terminated without cause or for good reason (no CIC), monthly severance for 12 months at average monthly total cash compensation; upon CIC, lump sum equal to 18 times average monthly total cash compensation; unvested equity vests upon CIC .
Potential payments if event occurred on 12/31/2024:
| Trigger | Employment Agreement Payment | Accelerated Restricted Stock | Total |
|---|---|---|---|
| Voluntary termination for good reason | $493,279 | — | $493,279 |
| Involuntary termination without cause | $493,279 | — | $493,279 |
| Change in control | $739,919 | $228,605 | $968,524 |
Additional benefits and policies:
- Salary Continuation Agreement: Ms. Livingston is party to a bank salary continuation agreement; details disclosed for structure (see Pension/Salary Continuation section) though specific benefit amounts for her are not enumerated in the proxy .
- Split-dollar life insurance: In January 2025, CWBC entered a split-dollar life insurance agreement for Ms. Livingston; beneficiary receives a death benefit tied to the present value of her salary continuation benefit or policy proceeds less specified amounts, depending on death pre- or post-separation; bank receives residual benefits; obligations terminate upon death .
- Clawback: Executive Incentive Compensation Recovery (clawback) policy effective Dec 1, 2023, compliant with Exchange Act 10D-1; applies to incentive compensation for prior three completed fiscal years if a restatement is required .
- Perquisites: 2024 included auto allowance ($16,500), group insurance ($14,218), PTO cash-out ($3,808), 401(k) contribution ($17,250), country club dues ($7,144) .
- Governance and investor feedback: Say-on-pay approved by ~94% in prior year; program includes no tax gross-ups, no option repricing/exchanges without shareholder approval, and anti-hedging/anti-pledging policies; independent consultant (Pearl Meyer) supports the Compensation Committee .
Compensation Structure Analysis
- Cash vs. equity mix shift: 2024 base salary increased 10% to $330,000 (from $300,000 in 2023), while LTI grant value increased to $125,000 (from $88,000 in 2023), maintaining a meaningful equity component aligned with retention .
- Incentive design and discretion: 2024 annual incentives were formulaic against financial/operational objectives with CFO weights concentrated in profitability, asset/liability growth, credit quality, and efficiency; the Committee adjusted for merger/securities restructuring costs, resulting in an above-target payout (108%) for Ms. Livingston .
- Benchmarking and peer group: Compensation set with peer context (12 CA banks) and independent advice from Pearl Meyer; benchmarking informed but did not solely determine pay levels .
Investment Implications
- Alignment: Significant portion of pay at risk via annual incentives and multi-year RS vesting; unvested equity ($228.6k at 12/31/24) and anti-pledging policy support alignment and reduce forced-selling risk upon vesting .
- Retention and M&A dynamics: CIC protection (~$0.97M total) plus full vesting increases retention through potential strategic events; upcoming RS vesting tranches in 2025–2027 (1,407 + 2,527 shares per year initially) create identifiable windows for potential liquidity but policy constraints (no pledging/hedging) mitigate pressure signals .
- Execution risk: 2024 performance was navigated through a transformative merger with material one-time charges; incentive adjustments signal Board’s focus on normalized performance and long-term value creation, while core growth (loans, deposits) and capital ratios remain supportive for CFO-led execution in 2025+ .
- Governance signal: Strong say-on-pay support (94%) and robust clawback/ownership policies suggest low compensation governance risk, aiding investor confidence in pay-for-performance under the current framework .