William S. Smittcamp
About William S. Smittcamp
William S. Smittcamp, 72, is an independent director of Community West Bancshares (CWBC) and has served on the Company’s board since 2000 and the Bank’s board since 1987. He is President and owner of Wawona Frozen Foods, a San Joaquin Valley producer and global supplier of frozen fruit, and is involved in other family businesses. He is a graduate of California State University, Fresno, and brings long-standing leadership within agricultural and food processing sectors, with extensive community governance experience. The Board has determined he is “independent” under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wawona Frozen Foods | President and Owner | Not disclosed | Leads operations supplying 125M+ pounds of frozen fruit worldwide; industry leadership roles cited |
| Family-related businesses | Principal | Not disclosed | Business leadership across related enterprises |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Children’s Hospital Central California | Board of Trustees, past Chair | Not disclosed | Past chair; healthcare governance |
| Board of Governors, Fresno State | Member | Not disclosed | University governance |
| Garfield Water District | Board Member | Not disclosed | Public utility oversight |
| California League of Food Processors | Leader (unspecified) | Not disclosed | Industry advocacy and leadership |
| American Frozen Food Institute | Leader (unspecified) | Not disclosed | National industry leadership |
Board Governance
- Committee memberships and roles: Compensation Committee member; Nomination & Governance Committee Chair; Strategic Planning Committee member. The Executive Committee (established April 1, 2024) does not list him as a member.
- Independence: Confirmed independent under Nasdaq rules.
- Attendance and engagement: In 2024, the Board held 10 meetings; each incumbent director attended at least 75% of combined Board and committee meetings, and all 15 directors attended the 2024 Annual Meeting.
- Stock ownership policy: Directors must own at least 2,000 shares separate from grants; as of December 31, 2024, all directors (including Smittcamp) were in compliance.
- Anti-hedging/anti-pledging: Company maintains anti-hedging and anti-pledging policies applicable to directors.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Fee | $35,000 | Standard non-employee director fee is $34,800; committee chairs receive $200 per meeting; Smittcamp’s total cash fees recorded at $35,000 for 2024 |
| All Other Compensation | $0 | No imputed split-dollar insurance amount for Smittcamp in 2024 (some directors had amounts) |
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director grant) | May 30, 2024 | 1,820 | $30,000 | One-year vest; subject to forfeiture; voting permitted during vesting |
Note: Director equity grants are time-based and not tied to quantitative performance metrics; no director meeting fees are paid; committee chairs receive $200 per meeting chaired.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Smittcamp beyond CWBC.
- Compensation Committee interlocks: None; no member serves or has served as an employee, and no interlocks or insider participation are reported.
- Independent compensation consultant: Pearl Meyer engaged; reports directly to the Compensation Committee.
Expertise & Qualifications
- Deep operating experience in agriculture and food processing (frozen fruit supply), extensive regional business network, and long-standing board service in healthcare, education, and public utilities; Board considers these qualifications to strengthen strategic oversight.
- Board skills matrix denotes broad experience across strategic planning and governance among directors; Smittcamp is recognized by the Board for leadership and understanding of Board roles and responsibilities through long service.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Shares Outstanding | Structure | Unvested RSUs |
|---|---|---|---|---|
| William S. Smittcamp | 170,778 | <1% | Includes shares held by a trust where he is trustee; includes 1,820 restricted shares with voting rights | 1,820 |
- Ownership guideline compliance: Directors must hold at least 2,000 shares; all directors and NEOs were in compliance as of 12/31/2024.
- Hedging/pledging: Prohibited for directors under Company policy.
- Options: None disclosed for Smittcamp.
Governance Assessment
- Strengths:
- Independent director with decades-long tenure on CWBC and Bank boards; chairs the Nomination & Governance Committee and serves on Compensation and Strategic Planning Committees, signaling high engagement in board composition and pay oversight.
- Strong ownership alignment (170,778 shares) significantly above minimum guideline; annual director RSU grants reinforce equity alignment.
- Anti-hedging/anti-pledging policies and stock ownership requirements strengthen alignment; say‑on‑pay support was ~94% in 2024, indicating positive shareholder sentiment on compensation governance.
- No material related-party transactions >$120,000; any related-party loans are on standard market terms.
- Watch items / potential red flags:
- The Company addresses related-party transactions via code of ethics rather than a standalone written policy; while Board approval processes exist, a formalized RPT policy could further mitigate perceived conflicts.
- Smittcamp’s leadership in regional agriculture and food processing could intersect with banking client relationships; no conflicts were disclosed, but continued monitoring of related-party loans and vendor/customer ties is prudent.
- Overall signal: Board independence, committee leadership, equity alignment, and policy framework support investor confidence; governance could be strengthened by formalizing a written related-party transactions policy.