Suzanne M. Chadwick
About Suzanne M. Chadwick
Independent director of Community West Bancshares (CWBC), age 77, appointed to the CWBC Board on April 1, 2024 after serving on the Community West Bancshares board since August 2020. Career banker with 20+ years at Santa Barbara Bank & Trust as SVP and Private Client Relationship Manager, leading Ventura County expansion; graduate of Pacific Coast Banking School. Beneficial ownership: 3,299 shares; independence affirmed by the Board under Nasdaq rules. Tenure on current board: since April 1, 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santa Barbara Bank & Trust | Senior Vice President & Private Client Relationship Manager; led Ventura County expansion | 20+ years | Expansion leadership in Ventura County banking market; private client services expertise |
External Roles
| Organization | Role | Tenure/Status | Focus/Impact |
|---|---|---|---|
| California Lutheran University | Former Regent; current member of Center for Nonprofit Leadership, School of Management, and KCLU Advisory Boards | Active since 1995 | Nonprofit leadership; governance and community engagement |
Board Governance
- Independence: Board determined Suzanne M. Chadwick is “independent” under Nasdaq standards.
- Committees: Audit Committee member; Strategic Planning Committee member. Not disclosed as chair of any committee.
- Meeting cadence and attendance: Board held 10 meetings in FY2024; each incumbent director attended at least 75% of aggregate board and committee meetings on which they served. All 15 directors attended the 2024 Annual Meeting of Shareholders (May 30, 2024).
- Director election results (2025 AGM): Votes For 13,049,931; Withheld 240,303; Broker Non-Votes 1,754,805. Strong shareholder support.
Fixed Compensation
| Component | Amount/Terms | Period/Date | Notes |
|---|---|---|---|
| Annual cash fee (non-employee director) | $34,800 annual fee (structure) | 2024 program | No per-meeting attendance fees; Vice Chair/Chair receive $44,400; committee chairs +$200 per meeting chaired. |
| Cash fees earned (Suzanne M. Chadwick) | $23,200 | FY2024 | Actual cash paid; reflects year of appointment and program accruals. |
| Equity grant (board) | 1,820 restricted shares to each non-employee director | Granted May 30, 2024 | One-year vesting; shares subject to forfeiture during vesting period. |
| Equity grant FV (Suzanne M. Chadwick) | $30,000 | Grant date | Grant-date fair value under ASC 718. |
| Vesting schedule (Suzanne M. Chadwick equity) | Vests 100% at one year | May 30, 2025 | Time-based vesting for 2024 director awards. |
Mix and alignment: 2024 compensation for Chadwick was $23,200 cash and $30,000 equity (equity-weighted), supporting alignment with shareholders.
Performance Compensation
| Performance Metrics Tied to Director Pay | Definition | FY2024 Disclosure |
|---|---|---|
| None disclosed for directors | Director equity grants are time-based; no performance-linked metrics for director compensation | Not applicable |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (besides CWBC) | Not disclosed in proxy materials. |
| Private/nonprofit boards | California Lutheran University (boards noted above). |
| Interlocks or shared directorships with competitors/suppliers/customers | Not disclosed. |
Expertise & Qualifications
- Banking operations and strategic planning oversight; executive experience; HR/Compensation exposure; M&A experience; public company board experience (skills matrix).
- Deep market knowledge of Ventura County and coastal markets; private client relationship banking.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (total shares) | 3,299 | Includes 1,820 unvested restricted shares eligible to vote. |
| Estimated vested vs unvested | ~1,479 vested; 1,820 unvested | Based on footnote disclosure of 1,820 unvested RS; vested estimate derived from totals. |
| % of shares outstanding | <1% | Company reports “does not exceed one percent.” Outstanding shares: 19,061,009. |
| Stock ownership guidelines | Minimum 2,000 shares separate from grants; compliance status as of 12/31/2024: all directors compliant. | |
| Hedging/pledging | Anti-hedging and anti-pledging policies maintained; insider trading policy prohibits short sales and pledging. |
Governance Assessment
- Board effectiveness and independence: Chadwick is independent and serves on the Audit Committee—critical for oversight of financial reporting, controls, and risk. Audit Committee met seven times in 2024, and the company designated financial experts on the committee (Cunningham, Silva, Stovesand), supporting robust oversight.
- Engagement: Attendance thresholds met and presence at the annual meeting indicate engagement. Strong director election support at the 2025 AGM signals investor confidence in the board slate.
- Alignment and incentives: Director compensation is modest and equity-weighted via time-based RS grants, which promotes alignment without encouraging undue risk. Ownership guidelines require a minimum stake, and the company states all directors were compliant as of year-end 2024.
- Conflicts and related-party exposure: No material related-party transactions (> $120,000) disclosed; loans to related parties are at market terms and exempt under Sarbanes-Oxley. Note: the board uses its code of ethics rather than a standalone written related-party transactions policy, which may be a governance watch item versus peers that formalize RPT policies.
- Shareholder feedback and pay governance: Say-on-pay historically strong (~94% approval in prior year), and 2025 advisory vote showed solid support (raw counts). The board maintains anti-hedging/pledging, clawback policy (executives), and uses an independent compensation consultant (Pearl Meyer) assessed for independence—good governance signals.
RED FLAGS / Watch Items
- No standalone written related-party transactions policy (handled via code of ethics); while no material RPTs disclosed, formalization could enhance governance clarity.
- Executive incentive outcomes for 2024 excluded merger-related and portfolio restructuring costs (discretionary adjustments). Although not a director pay issue and Chadwick is not on the Compensation Committee, this is a broader pay-governance consideration for investors.
Investor confidence signals
- Strong director election support for Chadwick (13,049,931 For vs. 240,303 Withheld) and solid say-on-pay voting bolster confidence in board oversight.