Steven D. McDonald
About Steven D. McDonald
Independent director and current Secretary of the Boards of Community West Bancshares (Company) and Community West Bank; age 75. He has served on the Company board since inception in 2000 (≈25 years) and on the Bank board since 1990, bringing long-tenured audit leadership and operating experience in real estate, ranching, and mobile-home park management as President of McDonald Properties, Inc. and owner/broker of SDM Realty. The Board has determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald Properties, Inc. | President | Not disclosed | Operating experience in real estate, ranching, mobile home park management |
| SDM Realty | Owner/Broker | Not disclosed | Ranch brokerage; sector knowledge; private markets perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various non-profit boards (local and statewide) | Director/Officer | Not disclosed | Multiple community/non-profit offices; specific entities/terms not disclosed |
| Public company boards | — | — | None disclosed in the proxy |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 7 | Chair; committee of independent directors; financial expert designees are Cunningham, Silva, Stovesand |
| Nomination & Governance | Member | 2 | Independent committee; recommends board nominees |
| Strategic Planning | Member | 3 | Reviews strategy, premises, and M&A feasibility |
| Executive Committee | Member | 0 | Established 4/1/2024; delegated board powers; did not meet in 2024 |
- Independence: Board-determined independent director under Nasdaq rules .
- Board activity/attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of board and assigned committee meetings; all 15 directors attended the 2024 annual meeting .
- Years of service: ≈25 years on Company board; ≈35 years on Bank board .
Fixed Compensation
Director compensation structure (policy):
| Component | Terms |
|---|---|
| Annual retainer – non-employee directors | $34,800 cash |
| Chairman/Vice Chairman retainer | $44,400 cash (each) |
| Committee chair fee | $200 per meeting chaired |
| Equity grant (non-employee directors) | 1,820 restricted shares granted 5/30/2024; one-year vest |
Steven D. McDonald – 2024 director compensation:
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 36,600 |
| Stock Awards (grant-date fair value) | 30,000 |
| All Other Compensation (split-dollar imputed) | 4,071 |
| Total | 70,671 |
Performance Compensation
| Element | Detail |
|---|---|
| Performance-based metrics | None disclosed for directors; annual equity is time-based restricted stock (1,820 shares granted 5/30/2024; one-year vest) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in proxy |
| Compensation committee interlocks | None disclosed; no member of the Compensation Committee is/was an employee; no interlocks noted |
Expertise & Qualifications
- Audit oversight and governance: Longstanding audit committee leadership; current Audit Committee Chair and Board Secretary, providing continuity and process discipline.
- Industry/operating experience: Real estate investment/management, ranching, and mobile-home parks; private-market transaction familiarity via SDM Realty.
- Board skills framework: The proxy includes a board skills matrix outlining knowledge, skills, and experiences for directors.
Equity Ownership
| Ownership component | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 326,575 | 1.71% of outstanding shares |
| Spouse-held | 1,608 | Included in beneficial total |
| Trust-held | 17,121 | Included in beneficial total |
| Unvested restricted stock | 1,820 | Eligible to vote; subject to forfeiture until vest |
| Ownership guideline | — | Directors must own ≥2,000 shares; all directors/NEOs in compliance as of 12/31/2024 |
| Hedging/pledging | — | Company maintains anti‑hedging and anti‑pledging policies |
- Shares pledged as collateral: None disclosed.
- Options: No director stock options disclosed for Mr. McDonald.
Governance Assessment
-
Strengths
- Independent audit oversight as Audit Committee Chair; independent under Nasdaq standards; member of Nominating and Strategic Planning committees. These roles enhance financial reporting oversight, board refreshment, and strategic guidance.
- Significant skin-in-the-game: 326,575 shares (1.71%); compliant with stock ownership guidelines (2,000-share minimum). Anti‑hedging/anti‑pledging policies strengthen alignment.
- Engagement/attendance: Board met 10 times; each director attended ≥75% of assigned meetings in 2024.
- Shareholder alignment signals: Say‑on‑pay approval ≈94% in prior year; clawback policy adopted (Dec 1, 2023).
-
Watch items
- Board refreshment/tenure: ≈25 years on Company board (≈35 on Bank) — continuity benefits but investors often monitor long tenure for potential independence drift; Board nonetheless affirms independence.
- Concentration of influence: Serves as Board Secretary and on the Executive Committee (delegated board powers); Executive Committee did not meet in 2024, but role implies elevated involvement in between‑meeting matters.
- Related‑party governance policy: No separate written related‑party transactions policy; oversight conducted via Code of Ethics and board approval processes (consistent with CA law). Not a breach, but investors sometimes prefer a standalone policy.
-
Red flags
- None disclosed: No material related‑party transactions since 1/1/2024; related‑party loans (if any) are on market terms; no hedging/pledging permitted.
Other Directorships & Interlocks
| Type | Company | Role | Committee roles |
|---|---|---|---|
| Public company | — | — | None disclosed |
Director Compensation (Structure vs. Alignment)
- Mix: Cash retainer plus time‑based equity (1,820 RS) annually; modest per‑meeting chair fees; no meeting fees for non‑chairs. This structure emphasizes equity ownership without performance metrics for directors, consistent with governance best practices.
Related-Party & Conflicts Review
- Transactions: No material related‑party transactions reported; board reviews conflicts via Code of Ethics; any related‑party loans are at market terms and within regulatory exemptions.
Say‑on‑Pay & Shareholder Feedback (Board‑level signal)
- Say‑on‑pay approval ~94% in prior year, indicating broad shareholder support for compensation governance.