cvcy-20250404

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A 101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ X ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14a-12

COMMUNITY WEST BANCSHARES

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing Fee (Check all boxes that apply):

[ X ] No fee required.

[ ] Fee paid previously with preliminary materials.

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

7100 N. Financial Drive, Suite 101

Fresno, California 93720

April 4, 2025

Dear Shareholder:

In connection with the 2025 Annual Meeting of Shareholders to be held at 3:00 p.m. on Wednesday, May 21, 2025, at the Company’s corporate office, located at 7100 N. Financial Drive, Suite 101, Fresno, California 93720, we are enclosing the following:

1. Notice of Annual Meeting of Shareholders

2. Proxy Statement

3. Proxy Card

4. Company’s Annual Report for the year ended December 31, 2024

It is important that your shares be represented at the Annual Meeting. In order to ensure your shares are voted at the Annual Meeting, whether or not you plan to attend the Annual Meeting, you can vote through the Internet, by telephone, or by mail. This proxy statement, Notice of Annual Meeting of Shareholders, form of proxy, and the Annual Report of the Company for the year ended December 31, 2024 are first being made available to shareholders on or about April 8, 2025.

We appreciate your support and look forward to seeing you at the Annual Meeting on May 21, 2025.



			Cordially, /s/ Daniel J. Doyle Daniel J. Doyle Chairman of the Board /s/ James J. Kim James J. Kim Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING:

THE PROXY STATEMENT AND ANNUAL REPORT TO SHAREHOLDERS, ALONG WITH THE COMPANY’S REPORT ON FORM 10-K TO SHAREHOLDERS ARE AVAILABLE AT: WWW.INVESTORVOTE.COM/CWBC2025

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS OF

COMMUNITY WEST BANCSHARES

TO THE SHAREHOLDERS OF COMMUNITY WEST BANCSHARES:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of the Shareholders of Community West Bancshares will be held at 7100 N. Financial Drive, Suite 101, Fresno, CA 93720, on Wednesday, May 21, 2025, at 3:00 p.m. for the following purposes:

(1)To elect 15 directors to the Board of Directors;

(2)To approve the Community West Bancshares 2025 Omnibus Incentive Plan;

(3)To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025;

(4)To adopt a non-binding advisory resolution approving executive compensation; and

(5)To transact such other business as may properly come before the Annual Meeting.

The names of the Board of Directors’ nominees to be directors of Community West Bancshares are set forth in the accompanying Proxy Statement and are incorporated herein by reference.

Only shareholders of record at the close of business on March 28, 2025, are entitled to notice of, and to vote at, the Annual Meeting. Every shareholder is invited to attend the Annual Meeting in person or by proxy. If you do not expect to be present at the Annual Meeting, you can vote through the Internet, by telephone, or by mail. Instructions regarding Internet and telephone voting, as well as instructions for requesting printed copies of the meeting materials and a physical proxy card are included.

Dated: April 4, 2025

/s/ Daniel J. Doyle

Daniel J. Doyle

Chairman of the Board

WHETHER OR NOT YOU PLAN TO ATTEND THIS ANNUAL MEETING, PLEASE

VOTE THROUGH THE INTERNET, BY TELEPHONE, OR BY MAIL AS PROMPTLY AS POSSIBLE

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

COMMUNITY WEST BANCSHARES

To Be Held on May 21, 2025

Corporate Headquarters

7100 N. Financial Drive, Suite 101, Fresno, California 93720

_____________________________________

GENERAL INFORMATION FOR SHAREHOLDERS

The following information is furnished in connection with the solicitation of the accompanying proxy by and on behalf of the Board of Directors (the “Board”) of Community West Bancshares (the “Company”) for use at the Annual Meeting of Shareholders to be held at the Company’s corporate office located at 7100 N. Financial Drive, Suite 101, Fresno, California 93720, on Wednesday, May 21, 2025 at 3:00 p.m. Only shareholders of record at the close of business on March 28, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, the Company had outstanding and entitled to vote at the Annual Meeting, and any adjournments thereof 19,061,009 shares of its common stock, no par value (“Common Stock”). This proxy statement will be first made available to shareholders on or about April 8, 2025.

Vote By Proxy

As many of the Company’s shareholders are not expected to attend the Annual Meeting in person, the Company solicits proxies so that each shareholder is given an opportunity to vote. Shares represented by a duly executed proxy in the accompanying form, received by the Board prior to the Annual Meeting, will be voted at the Annual Meeting. A shareholder executing a proxy card through the Internet, by telephone, or by mail may revoke the proxy at any time prior to the exercise of the authority granted by the proxy by (i) filing with the secretary of the Company an instrument revoking it or a duly executed proxy card bearing a later date; or (ii) attending the Annual Meeting and voting in person. A proxy is also revoked when written notice of the death or incapacity of the maker of the proxy is received by the Company before the vote is counted. Voting online, by telephone, or by mail will not affect your right to attend the Annual Meeting and vote.

The proxy holders, James J. Kim and Steven D. McDonald, both of whom are directors of the Company, will vote all shares of Common Stock represented by the proxies unless authority to vote such shares is withheld or the proxy is revoked. However, the proxy holders cannot vote the shares of the shareholder unless the shareholder votes their shares online at www.envisionreports.com/CWBC2025, by telephone, or by mail. Online, telephone, or mail voting also confers upon the proxy holders the discretionary authority to vote the shares represented thereby on any matter that was not known at the time this Proxy Statement was made available on the Internet, which may properly be presented for action at the Annual Meeting, including a motion to adjourn, and with respect to procedural matters pertaining to the conduct of the Annual Meeting. The total expense of soliciting the proxies in the accompanying form will be borne by the Company. While proxies are normally solicited by mail, proxies may also be solicited directly by officers, directors and employees of the Company or its subsidiary, Community West Bank (the “Bank”). Such officers, directors and employees will not be compensated for this service beyond normal compensation to them. If management determines that the Company should engage proxy solicitation agents to obtain sufficient votes for proposals, the cost of such agents would be borne by the Company.

If you properly vote online, by telephone, or by mail, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you do not make specific choices, your proxy will vote your shares as recommended by the Board as follows:

FOR the election of all nominees for director named herein;

FOR approval of the Community West Bancshares 2025 Omnibus Incentive Plan;

FOR ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

FOR ratification of a non-binding advisory resolution approving executive compensation.

For the election of directors (Proposal 1), a shareholder may withhold authority for the proxy holders to vote for any one or more of the nominees by indicating on the proxy card in the manner instructed on the proxy card. Unless authority to vote for the nominees is withheld, the proxy holders will vote the proxies received by them for the election of the nominees

listed on the proxy card as directors of the Company. Your proxy does not have an obligation to vote for nominees not identified on the proxy card (that is, write-in candidates). Should any shareholder attempt to “write in” a vote for a nominee not identified on the card (and described in these proxy materials), your proxy will not vote the shares represented by your proxy card for any such write-in candidate, but will instead vote the shares for any and all other indicated candidates. If any of the nominees should be unable or decline to serve, which is not now anticipated, your proxy will have discretionary authority to vote for a substitute who shall be designated by the present Board to fill the vacancy. In the event that additional persons are nominated for election as directors, your proxy intends to vote all of the proxies in such a manner as will assure the election of as many of the nominees identified on the proxy card as possible. In such event, the specific nominees to be voted for will be determined by the proxy holders, in their sole discretion.

Boxes and a designated blank space are provided on the proxy card for shareholders to indicate if they wish either to abstain on one or more of the proposals or to withhold authority to vote for one or more nominees for director.

Shares Held in the Name of Your Broker

If your shares are held by your broker, sometimes called “street name” shares, you must vote your shares through your broker. You should receive a form from your broker asking how you want to vote your shares. Follow the instructions on that form to give voting instructions to your broker. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine, but not on non-routine matters. A “broker non-vote” occurs when your broker does not vote on a particular proposal because the broker does not receive instructions from the beneficial owner and does not have discretionary authority. Proposal 1 (election of directors), Proposal 2 (2025 Omnibus Incentive Plan) and Proposal 4 (executive compensation) are non-routine items on which a broker may vote only if the beneficial owner has provided voting instructions. Proposal 3 (ratification of independent registered public accounting firm) is a routine item.

Procedures For Attending the Annual Meeting

Only shareholders owning the Company’s Common Stock on the Record Date, or their legal proxy holders, are entitled to attend the Annual Meeting. You must present photo identification for admittance. If you are a shareholder of record, your name will be verified against the list of shareholders of record on the Record Date prior to your admission to the Annual Meeting. If you are not a shareholder of record but hold shares through a bank, broker or other nominee, you must provide proof of beneficial ownership on the Record Date, such as your most recent account statement prior to the Record Date, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting.

Quorum for the Meeting

A quorum of shareholders is necessary to hold a valid meeting. The presence at the annual meeting in person or by proxy of the holders of a majority of the outstanding shares of Common Stock entitled to vote shall constitute a quorum for the transaction of business. Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareholders will be treated as present at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters. If there is no quorum, a majority of the votes present at the meeting may adjourn the meeting to another date.

Voting in Person

If you plan to attend the Annual Meeting and desire to vote in person, we will give you a ballot form when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must bring a power of attorney from your nominee in order to vote at the Annual Meeting.

Shareholders whose shares are registered in their own names may vote through the Internet, by telephone, or by mail, and instructions are set forth on the Shareholder Meeting Notice. The Internet voting procedures are designed to authenticate the shareholder’s identity and to allow shareholders to vote their shares and confirm that their voting instructions have been properly recorded.

Required Vote for Each Proposal

Approval of Proposal 1 (election of directors) requires a plurality of votes cast for each nominee. This means that the 15 nominees who receive the most votes will be elected. So, if you do not vote for a particular nominee, or if you indicate “WITHHOLD AUTHORITY” to vote for a particular nominee on your proxy card, your vote will not count either “for” or “against” the nominee. Abstentions will not have any effect on the outcome of the vote. Broker non-votes will not count as a vote on the proposal and will not affect the outcome of the vote.

Approval of Proposal 2 (approval of the 2025 Omnibus Incentive Plan), Proposal 3 (ratification of independent registered public accounting firm) and Proposal 4 (executive compensation) require a vote that satisfies two criteria: (i) the affirmative vote for the proposal must constitute a majority of the shares of Common Stock present or represented by proxy and voting on the proposal at the Annual Meeting; and (ii) the affirmative vote for the proposal must constitute a majority of

the shares of Common Stock required to constitute the quorum. For purposes of Proposals 2, 3 and 4, abstentions and broker non-votes will not affect the outcome under clause (i), which recognizes only actual votes cast. However, abstentions and broker non-votes will affect the outcome under clause (ii) if the number of affirmative votes, though a majority of the votes represented and cast, does not constitute a majority of the voting power required to constitute a quorum. The ratification of the appointment of the independent registered public accounting firm for 2025 is a matter on which a broker or other nominee is generally empowered to vote and, therefore, no broker non-votes are expected to exist with respect to Proposal 3.

Shareholders Entitled to Vote

Only shareholders of record at the close of business on March 28, 2025, are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on that date, the Company had outstanding 19,061,009 shares of Common Stock.

The Company’s Annual Report to Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are included on the Company’s online voting site at www.envisionreports.com/ CWBC2025. A paper copy of these materials may be requested online at www.envisionreports.com/CWBC2025, by calling 1-866-641-4276, or by emailing investorvote@computershare.com.

You can also find out more information about us at our website www.communitywestbank.com. Our website is available for information purposes only and should not be relied upon for investment purposes, nor is it incorporated by reference into this proxy statement. On our website you can access electronically filed copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Section 16 filings, and amendments to those reports and filings, free of charge. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including the Company.

SHAREHOLDINGS OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

Management does not know of any person who owns, beneficially or of record, either individually or together with associates, 5% or more of the outstanding shares of Common Stock, except as set forth in the table below.

The following table sets forth, as of the Record Date, the number and percentage of shares of Common Stock beneficially owned, directly or indirectly, by each of the Company’s directors, Named Executive Officers (“NEOs”) and holders of more than 5% of the Common Stock and by the Company’s directors and executive officers as a group. The shares “beneficially owned” are determined under Securities and Exchange Commission rules, and do not necessarily indicate ownership for any other purpose. In general, beneficial ownership includes shares over which the director, principal shareholder or executive officer has sole or shared voting or investment power and shares which such person has the right to acquire within 60 days of the Record Date. Shares of restricted stock issued to officers and directors are subject to forfeiture to the Company, but are eligible to vote at the Annual Meeting. Information respecting 5% shareholders is presented in reliance on information provided by the shareholders. For purposes of the table below, the address for all directors and officers is 7100 N. Financial Drive, Suite 101, Fresno, California 93720. The percentage ownership is calculated based on 19,061,009 shares of Common Stock outstanding.


		Positions Held With the Company	Director or Officer Since	Shares Beneficially Owned as of the Record Date
Name	Age			Number		Percent of Class
Robert H. Bartlein	77	Vice Chairman and Director	2024	436,876	(1)	2.29	%
Suzanne M. Chadwick	77	Director	2024	3,299	(2)	*
Daniel N. Cunningham	88	Director	2000	315,562	(3)	1.66	%
Tom L. Dobyns	72	Director	2024	14,065	(4)	*
Daniel J. Doyle	78	Chairman of the Board and Director	2000	98,178	(5)	*
F. T. “Tommy” Elliott, IV	48	Director	2013	88,475	(6)	*
Robert J. Flautt	74	Director	2017	32,014	(7)	*
James J. Kim	49	Chief Executive Officer and Director **	2018	60,178	(8)	*

Shannon R. Livingston	42	Executive Vice President and Chief Financial Officer **	2023	14,881	(9)	*
James W. Lokey	77	Director	2024	12,721	(10)	*

Andriana D. Majarian	52	Director	2020	19,049	(11)	*
Jeffrey M. Martin	51	Executive Vice President and Chief Banking Officer **	2022	18,872	(12)	*
Steven D. McDonald	75	Secretary and Director	2000	326,575	(13)	1.71	%
Martin E. Plourd	67	President and Director**	2024	213,309	(14)	1.12	%
Dorothea D. Silva	52	Director	2019	10,225	(15)	*
William S. Smittcamp	72	Director	2000	170,778	(16)	*
Kirk B. Stovesand	62	Director	2024	78,859	(17)	*
Timothy J. Stronks	55	Executive Vice President and Chief Risk Officer**	2024	41,320	(18)	*
Fourthstone LLC				1,868,778	(19)	9.80	%
575 Maryville Centre Drive
Suite 110, St. Louis, MO 63141
BlackRock, Inc.				1,143,463	(19)	6.00	%
50 Hudson Yards
New York, NY 10001
All directors and executive officers of the Company and the Bank as a group (21 in number)				2,014,002		10.57	%

* Beneficial ownership does not exceed one percent of Common Stock outstanding.

** As used throughout this Proxy Statement, the term “executive officer” means the president, any executive vice president in charge of a principal business unit or function, and any other officer or person who performs a policy making function for the Company or the Bank. Mr. Plourd is an executive officer of the Company only. Mr. Stronks is an executive officer of the Bank only. Each executive officer serves on an annual basis and must be appointed by the Board annually pursuant to the Bylaws of the Company (or the Bylaws of the Bank, in the case of Mr. Stronks).

(1)Includes 1,820 shares of restricted stock that have not vested which Mr. Bartlein has the right to vote.

(2)Includes 1,820 shares of restricted stock that have not vested which Ms. Chadwick has the right to vote.

(3)Includes 71,079 shares held by a trust in which Mr. Cunningham is the trustee. Includes 87,120 shares held as trustee for the Bradley and Joanne Quinn Living Trust as to which Mr. Cunningham disclaims beneficial ownership, and 122,508 shares held under a power of attorney executed in favor of Mr. Cunningham by Eric Quinn as to which Mr. Cunningham disclaims beneficial ownership. Also includes 1,820 shares of restricted stock that have not vested which Mr. Cunningham has the right to vote.

(4)Includes 8,690 options that are exercisable within 60 days after the Record Date (vested) and treated as issued and outstanding for the purpose of computing the percent of the class owned and the percent of class owned by all Directors and executive officers as a group, but not for the purpose of computing the percent of class owned by any other person. Also includes 1,820 shares of restricted stock that have not vested which Mr. Dobyns has the right to vote.

(5)Includes 90,358 shares held by a trust in which Mr. Doyle is the trustee. Also 1,820 shares of restricted stock that have not vested which Mr. Doyle has the right to vote.

(6)Includes 9,210 shares owned of record by Mr. Elliott, IV’s daughter, and 10,000 shares held under a power of attorney executed in favor of Mr. Elliott, IV by F.T. Elliott, III as to which Mr. Elliott, IV disclaims beneficial ownership. Also includes 1,820 shares of restricted stock that have not vested which Mr. Elliott, IV has the right to vote.

(7)Includes 1,820 shares of restricted stock that have not vested which Mr. Flautt has the right to vote.

(8)Includes 16,222 shares of restricted stock that have not vested which Mr. Kim has the right to vote.

(9)Includes 11,802 shares of restricted stock that have not vested which Ms. Livingston has the right to vote.

(10)Includes 1,820 shares of restricted stock that have not vested which Mr. Lokey has the right to vote.

(11)Includes 7,139 shares of restricted stock that have not vested which Mr. Luis has the right to vote.

(12)Includes 12,240 shares held by a trust in which Ms. Majarian is trustee, which includes 1,820 shares of restricted stock that have not vested which Ms. Majarian has the right to vote.

(13)Includes 1,608 shares held by Mr. McDonald’s spouse, and 17,121 shares held by a trust in which Mr. McDonald is a trustee. Also includes 1,820 shares of restricted stock that have not vested which Mr. McDonald has the right to vote.

(14)Includes 120,873 options that are exercisable within 60 days after the Record Date (vested) and treated as issued and outstanding for the purpose of computing the percent of the class owned and the percent of class owned by all Directors and executive officers as a group, but not for the purpose of computing the percent of class owned by any other person. Also includes 1,820 shares of restricted stock that have not vested which Mr. Plourd has the right to vote.

(15)Includes 2,896 shares held by a trust in which Ms. Silva is the trustee. Also includes 1,820 shares of restricted stock that have not vested which Ms. Silva has the right to vote.

(16)Includes 170,778 shares held by a trust in which Mr. Smittcamp is the trustee. Also includes 1,820 shares of restricted stock that have not vested which Mr. Smittcamp has the right to vote.

(17)Includes 6,320 options that are exercisable within 60 days after the Record Date (vested) and treated as issued and outstanding for the purpose of computing the percent of the class owned and the percent of class owned by all Directors and executive officers as a group, but not for the purpose of computing the percent of class owned by any other person.

(18)Includes 35,155 options that are exercisable within 60 days after the Record Date (vested) and treated as issued and outstanding for the purpose of computing the percent of the class owned and the percent of class owned by all Directors and executive officers as a group, but not for the purpose of computing the percent of class owned by any other person. Also includes 1,820 shares of restricted stock that have not vested which Mr. Stronks has the right to vote.

(19)Shares as reported on a Schedule 13G.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL NO. 1

ELECTION OF DIRECTORS OF THE COMPANY

The Bylaws of the Company provide a nomination procedure for election of members of the Board, which procedure is included in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement. Nominations not made in accordance therewith may, in his or her discretion, be disregarded by the Chairman of the Annual Meeting and, upon his or her instruction, the inspector of election shall disregard all votes cast for such nominee(s).

The Bylaws of the Company provide that the Board will consist of not less than nine and not more than 15 directors. The number of directors is set by the Board and is currently set at 15. The number of directors to be elected at the Annual Meeting is 15. Each director will hold office until the next Annual Meeting of Shareholders and until his or her successor is elected and qualified.

All proxies will be voted for the election of the following 15 nominees recommended by the Board, all of whom are incumbent directors, unless authority to vote for the election of directors is withheld. If any of the nominees should unexpectedly decline or be unable to act as a director, the proxies may be voted for a substitute nominee to be designated by the Board. The Board has no reason to believe that any nominee will become unavailable and has no present intention to nominate persons in addition to or in lieu of those named below. There is no family relationship between any of the directors or principal officers.

NOMINEES FOR THE BOARD OF DIRECTORS

The following is a brief account of the business experience for at least the past five years of each nominee to the Board. The Company, formerly named Central Valley Community Bancorp, completed an acquisition of Community West Bancshares (“CWB”) on April 1, 2024. Contemporaneously with the completion of the merger, the Company changed its name from Central Valley Community Bancorp to Community West Bancshares. In connection with the acquisition, Robert H. Bartlein, Suzanne M. Chadwick, Tom L. Dobyns, James W. Lokey, Martin E. Plourd and Kirk B. Stovesand, former directors of CWB were appointed to the Board effective April 1, 2024. Under the terms of the definitive agreement pursuant to which the transaction was effected, the Company agreed that these six new directors would be included on the list of nominees for directors presented by the Board for the Annual Meeting.

ROBERT H. BARTLEIN was appointed as director and Vice Chairman of the Company and Bank on April 1, 2024, following the completion of the acquisition of CWB, where he was a founder and director. He is President and CEO of Bartlein & Company Inc., a property management company founded in 1969 with five California offices as well as offices in other states. Mr. Bartlein is a graduate of the University of Wisconsin-Madison with a degree in Finance, Investments and Banking, and did post-graduate study at the University of Wisconsin-Milwaukee. Mr. Bartlein is past President and a Director of the American Lung Association of Santa Barbara and Ventura Counties. As President of Bartlein & Company, Inc., Mr. Bartlein has substantial real estate experience with broad business exposure. He is knowledgeable in real estate transactions, real estate law, credit analysis, accounting, income tax law and finance. Mr. Bartlein is particularly familiar with the Central Coast real estate market and is active in the community. We believe that Mr. Bartlein’s real estate knowledge and experience, as well as his knowledge of coastal markets qualifies him to serve on our Board.

SUZANNE M. CHADWICK was appointed as director on April 1, 2024, following the completion of the acquisition of CWB, where she was a director since August 2020. She worked for Santa Barbara Bank & Trust for over 20 years as Senior Vice President and Private Client Relationship Manager and was responsible for the bank’s expansion into Ventura County. Ms. Chadwick is a graduate of Pacific Coast Banking School. As a former Regent at California Lutheran University, she continues her involvement there as a member of the Center for Nonprofit Leadership, the School of Management and KCLU Advisory Boards where she has been active since 1995. Ms. Chadwick had an extensive career in banking cultivating business relationships and private client services. Ms. Chadwick is extremely knowledgeable with the Ventura County banking market and the business community. We believe that Ms. Chadwick’s banking experience and knowledge of coastal markets qualifies her to serve on our Board.

DANIEL N. CUNNINGHAM is a founding director of the Company and the Bank. He is also a Director Emeritus of Quinn Group, Inc. and previously served as its Chief Financial Officer. He holds BS and MS degrees in accounting from Fresno State University and is a Certified Public Accountant, which qualifies him as a financial expert on the Company’s Audit Committee. Mr. Cunningham has been a director of the Company since 2000, a director of the Bank since 1979, and has served on the boards of large privately held companies. He has farmed in the San Joaquin Valley for many years and has served in local non-profit organizations. We believe that Mr. Cunningham’s 44 years of board experience in the banking industry, including 15 years as Chairman, along with extensive knowledge of banking laws and regulations combined with his finance and accounting background qualifies him to serve on our Board and as one of our “financial experts”.

TOM L. DOBYNS was appointed as director on April 1, 2024, following the completion of the acquisition of CWB, where he previously served as a director since June 2017. He has more than 40 years of bank management experience, including most recently as Chief Executive Officer of Mission Community Bank and President and Chief Executive Officer of American Security Bank. He founded Enthusiology, a managerial and leadership consulting firm specializing in strategic planning, executive coaching and energizing the sales process for banks, credit unions and nonprofit organizations. He is a graduate of the University of Southern California, earning Bachelor of Business Administration and Master of Business Administration degrees. Mr. Dobyns is active on several community-based not-for-profit boards. We believe that Mr. Dobyns extensive experience in bank management serving in various executive management capacities including as Chief Executive Officer, his history in leadership and executive coaching qualifies him to serve on our Board.

DANIEL J. DOYLE joined the Company in June of 1998, and served as President and CEO until his retirement in January 2015. Since retiring, Mr. Doyle continued with the Company and the Bank as Chairman of the Boards of each. Prior to coming to the Company, Mr. Doyle served as Regional President for US Bank in Washington State and was the first President and CEO of US Bank of California, both greatly successful tenures leading up to his long career at the Company. Under his leadership the Company experienced phenomenal financial success as a community bank in California’s San Joaquin Valley. Mr. Doyle’s 53 years of banking experience, his educational achievements, including graduate and undergraduate degrees from the University of Washington, and his solid business values, contributed greatly to the Company’s success. Mr. Doyle’s history of service on the many boards and committees of various banking industry groups spans his entire career. He has a reputation throughout the community for his thoughtful leadership, giving nature, and generous community service. We believe Mr. Doyle’s extensive knowledge of the banking regulations and financial markets, including 53 years of banking experience along with a keen understanding of the markets in which the Company serves qualifies him to serve on our Board.

F. T. “TOMMY” ELLIOTT, IV became a director of the Company and Bank in 2013 following the Company’s acquisition of Visalia Community Bank, where Mr. Elliott served as Chairman of the Board. Mr. Elliott is the owner and Chairman of both Wileman Bros. & Elliott, Inc., a grower, packer and shipper of California fresh citrus, and of Kaweah Container, Inc., a premier independent corrugated manufacturer. Mr. Elliott is a member of the Young Presidents Organization and a former director of the Boys and Girls Clubs of Tulare County. We believe Mr. Elliott’s strong business acumen as well as his banking experience in addition to his knowledge of our geographic markets and our client base well qualifies him to serve on our Board.

ROBERT J. FLAUTT is the retired former President, CEO and a Director of Folsom Lake Bank, culminating his long career in the banking industry upon the acquisition by the Company in 2017 when he was appointed as a director of the Company and the Bank. He is a respected business leader in the Greater Sacramento Region and has a prominent record of service on the boards of, or in executive positions with, many local community service and non-profit organizations. We believe Mr. Flautt’s 44 years of experience in the banking industry, including his keen understanding of banking laws and regulations, his high level of understanding of the Board’s roles and responsibilities based on his service on other bank boards, and his extensive knowledge of the greater Sacramento communities qualifies him to serve on our Board.

JAMES J. KIM has served as Director and Chief Executive Officer of the Company and Bank since November 1, 2021. Mr. Kim served as Executive Vice President and Chief Operating Officer of the Bank from February 2019 to November 2021. Mr. Kim joined the Bank as Executive Vice President and Chief Administrative Officer in January 2018 with over 20 years of bank leadership expertise, most recently serving in the positions of controller, chief operations officer, chief financial officer and chief executive officer for financial institutions in the Greater Sacramento Region. He began his career working for an international accountancy and business advisory firm in Sacramento. He obtained his BS in Accountancy and MBA from California State University, Sacramento. In addition to his proven leadership of the Company and his extensive experience in banking laws and regulations, we believe Mr. Kim’s extensive knowledge of the financial markets and the markets in which the Company serves qualifies him to serve as President and CEO of our Company and to serve on our Board.

JAMES W. LOKEY was appointed as director on April 1, 2024, following the completion of the acquisition of CWB, where he previously served as a director since 2015. Mr. Lokey has more than 50 years of bank management experience, including Chairman of the Board and Chief Executive Officer of Mission Community Bancorp (2010-2014); President of Rabobank, N.A. (2007-2009); President and Chief Executive Officer of Mid-State Bank & Trust (2000-2007); President and Chief Executive Officer of Downey Savings (1997-1998); Executive Vice President of First Interstate Bank/Wells Fargo Bank (1973-1996) and Past Chairman of California Bankers Association. He has significant ties in the communities of the Central Coast, including serving as a member of the President’s Cabinet at Cal Poly State University in San Luis Obispo; a Director of Cal Poly Corporation and Chairman of its investment committee; and Director of French Hospital Medical Center. Since retiring in 2014, Mr. Lokey has been active as a consultant and featured speaker regarding director education, enterprise risk management and mergers and acquisitions. Mr. Lokey has spent virtually his entire career serving the banking industry, including many years as Chairman and Chief Executive Officer. He is extremely knowledgeable with the San Luis Obispo business community and banking market. We believe that Mr. Lokey’s past banking experience and

knowledge, his leadership advocating on behalf of California Banks, and his deep knowledge of the central coast communities, qualifies him to serve on our Board.

ANDRIANA D. MAJARIAN has served as a director of the Company and Bank since 2020. Ms. Majarian is an Executive Director of Valley Children’s Healthcare Foundation. Prior to her current role at Valley Children’s Healthcare Foundation, she was Global Head of Customer Success of TELUS Agriculture. TELUS is recognized as one of the largest and most-profitable Ag technology companies in the world. Ms. Majarian oversaw all aspects of TELUS Agriculture’s global business operations throughout North America, South America, Australia, and Europe. Her experience and leadership at TELUS was focused in developing and delivering technology-driven business services and solutions, building globally-connected capabilities across the agricultural, food, and packaged goods industries. For nearly 17 years, Ms. Majarian has been driving organizational growth, leading cross-function teams, and developing a software-as-a-service model, earning the trust of her team and clients as a creative and bottom-line motivated leader. An alumna of California State University, Fresno, she believes in giving back to her community and mentoring the next generation of leaders. She is a past president of the Big Fresno Fair and the Friends of the Fair. We believe that Ms. Majarian’s extensive knowledge and leadership experience within the Agricultural industry, combined with her professional expertise, technology-driven business solutions, and sales and agribusiness background qualifies her to serve on our Board.

STEVEN D. McDONALD has served as a director for the Company since its inception in 2000, the Bank since 1990 and currently serves as the Secretary of the Boards of Directors of the Company and the Bank. Mr. McDonald is President of McDonald Properties, Inc., with interests in cattle ranching, mobile home park management and other real estate investments. Mr. McDonald is also the owner/broker of SDM Realty, specializing in ranch brokerage. Mr. McDonald serves his industry and community through many non-profit offices and directorships, both locally and statewide. We believe that Mr. McDonald’s extensive management and leadership experience in the cattle ranching and the real estate industries, his expertise and his experience as a non-profit director, as well as his audit committee leadership qualifies him to serve on our Board.

MARTIN E. PLOURD was appointed as a director for the Company and Bank and President of the Company on April 1, 2024, following the completion of the acquisition of CWB, where he previously served as President, CEO, and director since 2011. Mr. Plourd has been in banking for 44 years. From July 2009 to 2011, he worked as a consultant on engagements with bank strategic planning, acquisitions, and compliance. From July 2005 to July 2009, Mr. Plourd served first as Chief Operating Officer and then as President and Director of Temecula Valley Bank, Temecula, California. Prior to that, Mr. Plourd spent 18 years with Rabobank/Valley Independent Bank, El Centro, California. Mr. Plourd is a graduate of Stonier Graduate School of Banking and California State Polytechnic University. He has served on several community/non-profit organizations. Currently serving as a Trustee for the Foundation for Cottage Rehabilitation & Goleta Valley Cottage Hospitals, serving on the Finance, Audit, and Investment committees. Mr. Plourd is a board member for the Scholarship Foundation of Santa Barbara and a member of the Rotary Club of Goleta. He is also an executive board member of California Bankers Association and is an advisory board member for the College of Agriculture at California State Polytechnic University, Pomona (Cal Poly). Through his numerous executive positions Mr. Plourd, he has a substantial financial services’ background, including management, lending, marketing and bank operations. We believe that Mr. Plourd’s experiences qualify him to serve on our Board and to provide the Company with effective leadership in the conduct of its business and strategic initiatives.

DOROTHEA D. SILVA has served as a director for the Company and Bank since 2020. Ms. Silva is a partner with BPM LLP and a certified public accountant (CPA) with over 20 years of tax and accounting experience. Prior to her position with BPM LLP, she was a partner with Avaunt and Chavez Silva & Co. She also held positions at Williams & Olds CPA and Arthur Andersen. Her strengths abound in the diverse industry knowledge of the clients she serves, including financial services, construction, real estate, food processing, manufacturing, retail, professional services and an array of nonprofits. We believe that Ms. Silva’s extensive knowledge and leadership experience combined with her finance and accounting background qualifies her to serve on our Board, the Audit Committee, and as one of our “financial experts.”

WILLIAM S. SMITTCAMP has served as a director for the Company since its inception in 2000 and the Bank since 1987. Mr. Smittcamp is President and owner of Wawona Frozen Foods and is involved as a principle in other family related businesses. Wawona Frozen Foods, located in the San Joaquin Valley grows, processes and supplies over 125 million pounds of frozen fruit products worldwide. Mr. Smittcamp is a graduate of California State University, Fresno, and has given major grants to the Honors College, CSUF Ag and the Food Sciences Departments. Mr. Smittcamp serves on and was past chair of the Board of Trustees for Children’s Hospital Central California, is a member of the Board of Governors of Fresno State, and is a Board member of the Garfield Water District. He has also been a leader in state and national organizations such as the California League of Food Processors and the American Frozen Food Institute. Mr. Smittcamp is a long-standing member of the Board and the board of directors of the Bank. We believe Mr. Smittcamp’s strong business experience and leadership, his extensive network of business relationships within our market area, his understanding of the agricultural and food service industries, and his high level of understanding of the Board’s roles and responsibilities based on his service on our Board, qualifies him to serve on our Board.

KIRK B. STOVESAND was appointed as director on April 1, 2024, following the completion of the acquisition of CWB, where he previously served as a director since 2003. He is a partner of Walpole & Co., a Certified Public Accounting and Consulting firm founded in 1974. Mr. Stovesand received a Bachelors Degree in Business Economics from the University of California Santa Barbara, a Masters Degree in Taxation from Golden Gate University, and a Master Certificate in Global Business Management from George Washington University. He is also a Certified Financial Planner and has been on the boards of many for-profit and nonprofit organizations. Mr. Stovesand is a member of the American Institute of Certified Public Accountants. Mr. Stovesand has a broad financial background and serves as a partner of an accounting and consulting firm. He has a CPA, a CFP, and a Masters in taxation. Mr. Stovesand is active on boards of for-profit and not-for-profit organizations. We believe that Mr. Stovesand’s background qualifies him to serve on our Board, the Audit Committee, and as one of our “financial experts.”

The Board recommends the election of each nominee. The proxy holders intend to vote all proxies they hold in favor of the election of each of the nominees. If no instruction is given, the proxy holders intend to vote FOR each nominee listed.

The following table provides information regarding the members of our Board, including certain types of knowledge, skills, experiences or attributes possessed by one or more of our directors which our Board believes are relevant to our business or industry. The table does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, that absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean that the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill, experience or attribute listed below may vary among the directors.

Bartlein

Chadwick

Cunningham

Dobyns

Doyle

Elliott

Flautt

Kim

Lokey

Majarian

McDonald

Plourd

Silva

Smittcamp

Stovesand

Knowledge, Skills, and Experience

Public Company Board Experience

Financial

Risk Management

Accounting

Corporate Governance/Ethics

Legal/Regulatory Compliance

HR/Compensation

Executive Experience

Banking Operations

Strategic Planning/Oversight

Technology

Mergers and Acquisitions

Board Tenure

Years

The following table summarizes the diversity of our Board.

Demographics

Race/Ethnicity

African American

Asian/Pacific Islander

White/Caucasian

Hispanic/Latino

Native American

Gender

Female

Male

EXECUTIVE OFFICERS OF THE COMPANY AND THE BANK

The following is a brief account of the business experience for at least the past five years of each of the executive officers of the Company and the Bank.

Biographical information for James J. Kim and Martin E. Plourd is found under “Nominees for the Board of Directors.”

DAWN M. CAGLE became Executive Vice President and Chief Human Resources Officer of the Bank in November 2021. Prior to that time, Ms. Cagle served as Senior Vice President and Human Resources Manager since joining the Bank in 2018. Prior to joining the Bank, Ms. Cagle had over 30 years of experience in Human Resources, most recently as the Chief Human Resources Officer at a large non-profit organization. Ms. Cagle has a Bachelor’s degree in Business Administration with an emphasis in Human Resources from California State University, Fresno and has professional certifications in Human Resources through the Society of Human Resources Management.

BLAINE C. LAUHON was named Executive Vice President, Chief Operating Officer, on December 1, 2024, previously serving as Chief Administrative Officer since April 1, 2024, and previously serving as Executive Vice President, Chief Banking Officer of the Bank since November 2021. Mr. Lauhon served as Executive Vice President, Market Executive of the Bank from July 2019 until November 2021. Mr. Lauhon joined the Bank in 2017 as Senior Vice President, Senior Credit Officer with over three decades of financial experience. Mr. Lauhon has extensive bank leadership, and commercial and agribusiness lending expertise. He holds educational degrees from Dartmouth College Graduate School of Credit and Financial Management, University of Colorado Graduate School of Banking, and a B.S. in Agricultural Business from California State University, Chico.

SHANNON R. LIVINGSTON was named Executive Vice President and Chief Financial Officer of the Company and Bank in February 2023. Ms. Livingston joined the Company as an accomplished finance and accounting expert serving financial institutions with assets up to $18 billion, including 10 years with Moss Adams LLP in corporate strategic planning, financial management, accounting, risk management, auditing and regulatory reporting. Immediately prior to joining the Company, she served in the roles of Executive Vice President, Chief Financial Officer; Vice President, Controller; and Vice President, Internal Controls and Financial Reporting Manager for California financial institutions with asset sizes ranging from $200 million to $18 billion. She is a certified public accountant (CPA). Ms. Livingston graduated from Stanford University with a Bachelor of Arts, Economics degree.

JEFFREY M. MARTIN was named Executive Vice President, Chief Banking Officer on April 1, 2024. Mr. Martin served as Executive Vice President, Market Executive from April 2022 until April 2024. Mr. Martin joined the Bank with over 20 years of leadership expertise, proven industry growth results, a drive for high client satisfaction and successful team development, most recently with a California community bank where he was a regional president, covering a similar northern area territory in the state. He received his Bachelor of Science degree from California State University, Sacramento, and as a community steward, he has served and assisted numerous nonprofit organizations throughout his career.

TIMOTHY J. STRONKS was named Executive Vice President and Chief Risk Officer of the Bank on April 1, 2024. Mr. Stronks previously served as Executive Vice President, Chief Operating Officer and Chief Risk Officer of Community West Bank, N.A, which was acquired by the Bank on April 1, 2024. Mr. Stronks prior roles included Senior Vice President, Deputy Director of Operations with Rabobank and prior to that as Executive Vice President for Pacific Premier Bank and Executive Vice President, Chief Information Officer of Heritage Oaks Bank (which was acquired by Pacific Premier Bank in March 2017). Mr. Stronks also previously held various positions at Business First National Bank (acquired by Heritage Oaks Bank) in Santa Barbara, CA and Santa Barbara Bank and Trust. Mr. Stronks is a Certified Information Security Manager and serves on the board of the Science and Engineering Council of Santa Barbara. Mr. Stronks is a graduate of Pacific Coast Banking School, holds a Bachelor of Arts degree in International Political Science and Slavic Languages and Literatures from the University of California at Santa Barbara, and an MBA in IT Management from Western Governors University.

Director Independence

The Board has determined that each of the following members are “independent” under the standards of the Nasdaq Stock Market: Robert H. Bartlein, Suzanne Chadwick, Daniel N. Cunningham, Tom L. Dobyns, Daniel J. Doyle, F.T. “Tommy” Elliott, IV, Robert J. Flautt, James W. Lokey, Adriana D. Majarian, Steven D. McDonald, Dorothea D. Silva, William S. Smittcamp, and Kirk B. Stovesand.

Board Leadership Structure

The position of Chairman of the Board is separate from the position of Chief Executive Officer for each of the Company and the Bank. Our Chairman of the Board, Daniel J. Doyle, became President and Chief Executive Officer of the Company upon its organization in 2000, and served as Chief Executive Officer of the Bank beginning in June 1998. He retired as Chief Executive Officer and President of the Company and the Bank in January 2015. We believe this leadership structure enables separation of duties and independent oversight of the operating organization. In accordance with the Nasdaq listing requirements, Mr. Doyle was considered an independent director beginning on January 1, 2019.

On April 1, 2024, the Company established an executive committee, consisting of the following members: Daniel J. Doyle (Chair), Robert H. Bartlein, James W. Lokey, Andriana D. Majarian and Steve D. McDonald. James J. Kim and Martin E. Plourd serve as advisors to the Executive Committee. The Executive Committee possesses and exercises such powers and functions of the Board as may be delegated by the Board subject to the Company’s Articles of Incorporation and Bylaws and applicable law.

Role of Board of Directors in Risk Oversight

Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including interest rate risk, economic risks, environmental, cybersecurity, and regulatory risks, and others, such as the impact of competition. Management is responsible for the day-to-day identification and management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Board believes that establishing the right “tone at the top” and that full and open communication between management and the Board are essential for effective risk management and oversight. The Company’s Chairman meets regularly with the Chief Executive Officer and other senior officers to discuss strategy and risks facing the Company. Senior management is available to address any questions or concerns raised by the Board on risk management and any other matters. Periodically, the Board receives presentations from senior management on strategic matters involving the Company’s operations. The Board holds strategic planning sessions with senior management to discuss strategies, key challenges, risks and opportunities for the Company.

While the Board is ultimately responsible for risk oversight at the Company, the Board’s various standing committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, credit risk, liquidity risk, reputation risk, compliance with legal and regulatory requirements, and cybersecurity and discusses policies with respect to risk assessment and risk management. Risk assessment reports are regularly provided by management to the Audit Committee or the Board. The Compensation Committee of the Board assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from compensation policies and programs. The Nomination & Governance Committee of the Board assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for the Company’s Directors and executive officers and corporate governance.

Stock Ownership Policy

During 2020, the Board adopted a resolution to require directors and executive management committee members to each own a minimum of 2,000 shares of Common Stock, separate and apart from any grants of Common Stock or restricted stock provided to them by the Company, for directors within the later of two years of director appointment, and for executives within the later of five years of adoption of the policy or executive appointment. As of December 31, 2024, all directors and NEOs were in compliance with the Company stock-ownership requirements.

Board and Committee Meeting Attendance

During the fiscal year ended December 31, 2024, our Board held a total of 10 meetings, which included 10 regularly scheduled meetings and no special meetings. Each incumbent director who was a director during 2024 attended at least 75% of the aggregate of (a) the total number of such meetings and (b) the total number of meetings held by the standing committees of the Board on which such director served.

Director Attendance at Shareholder Meetings

The Company does not have a policy which specifically addresses director attendance at shareholder meetings. However, all 15 directors were in attendance at the 2024 Annual Meeting of Shareholders on May 30, 2024.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors maintains the following standing committees: Compensation Committee, Nomination & Governance Committee (the “Nomination Committee”), Strategic Planning Committee, Executive Committee, and Audit Committee.

Compensation Committee

The Compensation Committee performs the function of a compensation committee for the Company and the Bank. All of the members of the Compensation Committee are independent directors as defined under the rules of the Nasdaq Stock Market as currently in effect. The Committee is composed of Robert H. Bartlein as Chairman, and Messrs. Cunningham, Dobyns, Elliott, and Smittcamp. The Committee has adopted a charter that outlines its policy with respect to executive and directors’ compensation and equity awards and incentive compensation awards and plans.

A copy of the Compensation Committee Charter may be accessed electronically at the Company website at www.communitywestbank.com or by writing Amanda Kelley, Assistant Corporate Secretary, Community West Bancshares, 7100 N. Financial Drive, Suite 101, Fresno, California 93720.

The Committee held six meetings during 2024. The Committee (1) oversees matters relating to employment, compensation and management performance of key executive officers; (2) formally evaluates the performance of the President/CEO annually; (3) reviews and approves the compensation of executive officers; (4) approves incentive compensation and other benefits, including incentives, deferred compensation plans and equity compensation for the President/CEO and other key executive officers; (5) reviews and makes recommendations to the Board regarding retirement policies or any other compensation policies relating to the Board; (6) makes recommendations regarding fees, stock option grants and other benefits for the directors; and (7) in consultation with management, oversees regulatory compliance with respect to compensation matters.

Nomination Committee

The Nomination Committee is composed of Mr. Smittcamp as Chairman, Ms. Majarian, and Messrs. Bartlein, McDonald and Stovesand. All of the members of the Committee are independent directors as defined under the rules of the Nasdaq Stock Market as currently in effect.

The Committee held two meetings during 2024. The Committee annually makes recommendations for the nomination of directors to the full Board. All of the nominees for the Board were approved by the Nomination Committee.

The Committee adopted a charter which outlines its policy with respect to considering director candidates. A copy of the Nomination Committee Charter may be accessed electronically at the Company website at www.communitywestbank.com or by writing Amanda Kelley, Assistant Corporate Secretary, Community West Bancshares, 7100 N. Financial Drive, Suite 101, Fresno, California 93720.

Nominations for election of members of the Board may be made by the Board or by any shareholder of any outstanding class of voting stock of the Company entitled to vote for election of directors. Notice of intention to make any nominations, other than by the Board, shall be made in writing and shall be received by the Chief Executive Officer or President of the Company not less than 21 days nor more than 60 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such notice of intention to nominate shall be mailed or delivered to the Chief Executive Officer or President of the Company not later than the close of business on the tenth day following the day on which the notice of meeting is mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of voting stock of the Company owned by each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of voting stock of the Corporation owned by the notifying shareholder. Nominations not made in accordance with these provisions shall be disregarded by the chairman of the meeting, and the inspectors of election shall then disregard all votes cast for each such nominee.

The Committee considers suggestions from many sources, including shareholders, regarding possible candidates for director. In order for shareholder suggestions regarding possible candidates for director to be considered by the Committee, such information should be provided to the Committee in writing as specified by the Bylaws of Community West Bancshares. Shareholders should include in such communications the name and biographical data of the individual who is the subject of the communication and the individual’s relationship to the shareholder. The Committee does not set specific criteria for directors but believes the Company is well served when its directors bring to the Board a variety of experience and backgrounds, evidence leadership in their particular fields, demonstrate the ability to exercise sound business judgment and have substantial experience in business and outside the business community in, for example, the academic or public communities. Each of the individuals nominated to serve as a director has been determined by the Committee to meet such

qualifications. The Committee considers shareholder nominees for director in the same manner as nominees for director from other sources.

Consideration of Diversity of the Board of Directors. In considering the diversity of the Board (in all aspects of that term) as a criteria for selecting nominees in accordance with its charter, the Nomination Committee takes into account various factors and perspectives, including differences of viewpoint, high quality business and professional experience, education, skills and other individual qualities and attributes that contribute to Board heterogeneity, as well as race, gender and national origin. The Nomination Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Strategic Planning Committee

The Strategic Planning Committee develops, along with the Board and management, the Company’s Strategic Plan. It also is responsible for reviewing potential locations for offices of the Bank, overseeing premises-related matters, and reviewing the feasibility of potential mergers/acquisitions. Members of the Strategic Planning Committee are Mses. Chadwick, Majarian, and Silva, and Messrs. Bartlein, Cunningham, Dobyns, Doyle, Elliott IV, Flautt, Kim, Lokey, McDonald, Plourd, Smittcamp, and Stovesand. The Committee met three times in 2024.

Executive Committee

As noted above, on April 1, 2024, the Company established an executive committee which possesses and exercises such powers and functions of the Board as may be delegated by the Board subject to the Company’s Articles of Incorporation and Bylaws and applicable law. The committee did not meet in 2024.

Audit Committee

The Audit Committee of the Company’s Board is composed of Mr. McDonald as Chairman, Mses. Chadwick and Silva, and Messrs. Cunningham, Dobyns, and Stovesand. In accordance with its charter, all of the members of the Audit Committee are independent directors as defined under the rules of the SEC and the Nasdaq Stock Market as currently in effect. The Board has determined that Mr. Cunningham, Ms. Silva and Mr. Stovesand are “audit committee financial experts” as defined under applicable SEC rules.

The Company’s Audit Committee held seven meetings during 2024. The functions of the Audit Committee are to recommend the appointment of and to oversee the independent registered public accounting firm that audits the books and records of the Company for the fiscal year for which they are appointed, to approve each professional service rendered by such accountants and to evaluate the possible effect of each such service on the independence of the Company’s accountants. The Audit Committee also reviews internal controls and reporting procedures of the Bank’s branch offices, periodically consults with the independent registered public accounting firm with regard to the adequacy of internal controls, and reviews and recommends inclusion of the audited consolidated financial statements in regulatory reports, and reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

Report of Audit Committee

Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following report of the Audit Committee shall not be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

The Audit Committee of the Community West Bancshares Board of Directors (the Audit Committee) is composed of independent directors and operates pursuant to a charter adopted by the Board of Directors. A copy of the Company’s Audit Committee charter may be accessed electronically at the Company website at www.communitywestbank.com or by writing Amanda Kelley, Assistant Corporate Secretary, Community West Bancshares, 7100 N. Financial Drive, Suite 101, Fresno, California 93720. The Audit Committee recommends to the Board of Directors, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm, Moss Adams LLP.

The function of the Audit Committee is to assist the Board of Directors in its oversight of the Company’s financial reporting process. As set forth in the Audit Committee’s charter, management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, and maintaining appropriate accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for planning and carrying out appropriate audits and reviews, auditing the Company’s consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee has considered and discussed the consolidated audited financial statements with management, and the independent registered public accounting firm, with, and without, management present. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standards No. 16, Communication with Audit Committees, as currently in effect. The Audit Committee has also discussed with management and the independent registered public accounting firm the quality and adequacy of the internal controls of the Company.

Finally, the Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as currently in effect, and has discussed with them their independent status. The independent registered public accounting firm did not perform any prohibited services for the Company.

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of accounting or auditing, including with respect to auditor independence. Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with auditing standards generally accepted in the United States of America, that the financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or that the Company’s independent registered public accounting firm is in fact “independent.”

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in its Charter, the Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, to be filed with the Securities and Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS

Steven D. McDonald (Chairman)

Suzanne Chadwick

Daniel N. Cunningham

Tom L. Dobyns

Dorothea D. Silva

Kirk B. Stovesand March 5, 2025

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion & Analysis (“CD&A”) explains our executive compensation program for our NEOs listed below. This CD&A also describes the Compensation Committee’s process for making pay decisions, as well as its rationale for specific decisions related to fiscal 2024.


NEO						Title
James J. Kim						Chief Executive Officer (“CEO”)
Martin E. Plourd (1)						President
Shannon R. Livingston						Executive Vice President, Chief Financial Officer (“CFO”)
Timothy J. Stronks (1)						Executive Vice President and Chief Risk Officer (“CRO”)
Jeffrey M. Martin						Executive Vice President and Chief Banking Officer (“CBO”)

(1) Mr. Plourd and Mr. Stronks were hired by the Company effective April 1, 2024 in connection with the merger.

Executive Summary

Business Highlights

In October 2023, the Company, formerly named Central Valley Community Bancorp announced the acquisition of and merger with Community West Bancshares. The acquisition was completed on April 1, 2024, at which time the Company assumed the name Community West Bancshares. The Company delivered solid financial results for 2024, despite the merger-related expenses, as discussed below. The Company’s core business continued to expand, benefiting from our nearly 45-year community bank relationship model that is consistently delivered throughout our territory. Specific financial highlights include:

•Net income of $7.7 million, and diluted earnings per common share of $0.46 for the year ended December 31, 2024, compared to $25.5 million and $2.17 per diluted common share for the year ended December 31, 2023. The 2024 results reflect $20.5 million in merger-related expenses, including a one-time provision for loan losses of $10.9 million for the acquired loan portfolio.

•Net loans increased $1.03 billion or 81%, and total assets increased $1.09 billion or 45% at December 31, 2024, compared to December 31, 2023.

•Total deposits increased 43% to $2.91 billion at December 31, 2024, compared to December 31, 2023.

•Total cost of deposits increased to 1.53% for the year ended December 31, 2024 from 0.72% for 2023.

•Capital positions remain strong at December 31, 2024 with an 9.17% Tier 1 Leverage Ratio; a 11.15% Common Equity Tier 1 Ratio; a 11.33% Tier 1 Risk-Based Capital Ratio; and a 13.58% Total Risk-Based Capital Ratio.

2024 Compensation Highlights

The Compensation Committee took the following compensation-related actions for fiscal 2024:

•Base Salaries: The Compensation Committee approved base salary adjustments for the NEOs ranging from 4.8% to 21.3%. These adjustments were made to keep base salaries competitive with the market competition to properly reflect our NEOs’ roles, including the added responsibilities inherent in running a larger organization. See Base Salary discussion below for more information.

•Annual Incentives: The Compensation Committee approved annual cash awards based on the achievement of specific financial, strategic and operational objectives. Based on 2024 actual results, annual incentives for NEOs ranged from $62,524 to $275,000, or 21.6% to 53.9% of base salary, based on an incentive plan whereby predetermined performance goals were achieved.

•Long-Term Incentives: Per the terms of Mr. Kim’s employment agreement, Mr. Kim was awarded a restricted stock grant equal to 25% of his salary on February 2, 2024. The other NEOs were awarded restricted stock grant awards on May 30, 2024, with fair values ranging from $30,000 to $125,000. See the Long-Term Equity Incentive Compensation section below for further details.

For more information, refer to the section entitled “Components of Executive Officer Compensation.”

Role of Shareholder Input and Say-on-Pay

The Compensation Committee has been mindful of the strong support our shareholders expressed for our compensation program when making executive compensation decisions. The Compensation Committee will continue to consider our shareholders’ views when making executive compensation decisions in the future. Last year, our non-binding shareholder advisory vote on executive compensation (“say-on-pay”) was approved with approximately 94% of voting shareholders casting their votes in favor of the say-on-pay resolution.

Good Compensation Governance Practices and Policies

Our executive compensation program is designed to support our pay-for-performance culture and to have strong alignment with the interests of our shareholders. We believe the following policies and practices within our executive compensation program promote strong governance principles and are in the best interests of our shareholders:


What We Do		What We Don’t Do
☑	Emphasize variable pay over fixed pay, with a significant portion tied to our financial results	☒	No tax gross ups
☑	Maintain share ownership guidelines for directors and executive officers	☒	No repricing or exchange of underwater options without shareholder approval
☑	Maintain anti-hedging and anti-pledging policies	☒	No option or stock appreciation rights granted below fair market value
☑	Maintain a robust Clawback Policy applicable to senior executives
☑	Use an independent compensation consultant reporting directly to the Compensation Committee

What Guides Our Program

Our Compensation Philosophy

The Company’s executive compensation program is designed to enhance shareholder value by aligning the interests of the NEOs with those of the Company’s shareholders. The program has two primary objectives: to ensure compensation is competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to ensure we employ the best people to lead our success; and to focus NEOs on the achievement of specific short- and long-term performance objectives that drive business results.

The Principal Elements of Pay

Our compensation philosophy is supported by the following principal elements of pay:

Pay Element

How It’s Paid

Purpose

Base Salary

Cash (Fixed)

Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent

Annual Incentives

Cash (Variable)

Reward executives for delivering on annual financial, operational, and strategic objectives that contribute to shareholder value creation

Long-Term Incentives

Equity (Variable)

Provide incentives for executives to execute on longer-term financial goals that drive shareholder value creation and support the Company’s retention strategy

As discussed later in this CD&A, the Company also provides the NEOs with retirement benefits, limited perquisites and other personal benefits, as well as severance and change-in-control protection.

Our Decision Making Process

The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in the Committee’s charter, which is available on the Company’s website at www.communitywestbank.com.

The Role of the Compensation Committee. The Compensation Committee periodically reviews, assesses and monitors the performance, and regularly reviews the design and function, of the Company’s incentive compensation arrangements to ensure that any risk-taking incentives are consistent with regulatory guidance and the safety and soundness of the organization. The Compensation Committee is responsible for assessing and approving the total compensation paid to the CEO and other NEOs, as well as all other executive officers. The Compensation Committee is responsible for determining whether the compensation paid to each of these executives is fair, reasonable, and competitive, and whether the compensation program serves the interests of the Company’s shareholders.

The Role of Management. The CEO does not participate in the Compensation Committee’s determination of his own compensation; however, he makes recommendations to the Compensation Committee for each of the other NEOs. The CEO bases these recommendations on his assessment of each executive’s individual performance, as well as the achievement of the overall Company goals for the fiscal year. The Compensation Committee reviews the CEO’s recommendations, makes adjustments as it determines appropriate, and approves compensation at its sole discretion.

The Role of the Independent Consultant. The Compensation Committee periodically engages an independent compensation consultant to provide expertise on competitive pay practices and program design. Pursuant to the authority granted to it under its charter, the Compensation Committee continued to retain Pearl Meyer & Partners (“Pearl Meyer”) as its independent consultant for 2024. Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management. The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC and Nasdaq requirements.

The Role of the Peer Group and Benchmarking. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executives in similar positions at peer companies. In March 2022, the Compensation Committee engaged Pearl Meyer to assist with a comprehensive review of our executive compensation program. The depth of this analysis provided a strong foundation for establishing 2023 compensation opportunities for our NEOs and continued to inform decisions about setting compensation levels in early 2024. As part of its review, the Compensation Committee, in consultation with Pearl Meyer, approved a compensation peer group based on the following selection criteria: (1) commercial banks; (2) within 0.5 to 2.5 times the Company’s asset size; and (3) headquartered in California. These criteria resulted in a peer group consisting of the following 12 financial institutions:


* Bank of Marin Bancorp						* Oak Valley Bancorp
* BayCom Corp						* Five Star Bancorp
* California BanCorp						* Sierra Bancorp
* First Northern Community Bancorp						* United Security Bancshares
* Heritage Commerce Corp						* Farmers & Merchants Bancorp
* American Riviera Bancorp						* Community West Bancshares (1)

(1) Acquired by the Company on April 1, 2024

While the Compensation Committee considered the results of the benchmarking analysis for purposes of setting 2024 compensation levels, it was not the sole determinant in setting executive pay levels. The Compensation Committee also considers Company and individual performance, the nature of an individual’s role within the Company, as well as his or her experience and contributions to his or her current role when making its compensation-related decisions.

Components of Executive Officer Compensation

Base Salaries

We provide each of our NEOs with a competitive fixed annual base salary. The base salaries for our NEOs are reviewed annually by the Compensation Committee by taking into account the results achieved by each executive, his or her future potential, scope of responsibilities and experience, and competitive pay practices. Base salaries may be adjusted from time to time to realign them with market levels, if appropriate.

The Compensation Committee approved the following adjustments for 2024 for each of the NEOs:


	2023 Base Salary ($)	2024 Base Salary ($)	%
NEO	(effective March 1, 2023)	(effective March 1, 2024)	Adjustment
James J. Kim	525,000	550,000	4.8%
Martin E. Plourd (1)	N/A	525,000	N/A
Shannon R. Livingston	300,000	330,000	10.0%
Timothy J. Stronks (1)	N/A	290,000	N/A


Jeffrey M. Martin	235,000	285,000	21.3%

(1) Mr. Plourd and Mr. Stronks were hired by the Company effective April 1, 2024 in connection with the merger.

Increases to the base salaries in 2024 of the NEOs were driven by a realignment to market levels based on the benchmarking analysis, as well as each individual’s contributions to their current roles and the increased responsibilities associated with leading a larger organization.

Annual Incentive Compensation

The NEOs have the opportunity to earn a performance-based annual incentive award. Actual award payouts depend on the achievement of pre-established performance objectives. Target annual award opportunities are expressed as a percentage of base salary and were established according to the NEO’s level of responsibility and his or her ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. The 2024 target award opportunities were as follows:


NEO	Target Award Opportunity (as a % of Base Salary)	Target Award Opportunity ($)
James J. Kim (1)	50%	275,000
Martin E. Plourd (2)	N/A	N/A
Shannon R. Livingston (1)	50%	165,000

Timothy J. Stronks (1)	20%	58,000


Jeffrey M. Martin (1)	35%	99,750

(1) As provided in the respective NEO’s Employment Agreement

(2) Mr. Plourd’s employment agreement with the Company does not require or specify an incentive plan.

The annual performance-based incentives are designed to focus the NEOs on the Company’s performance objectives related to asset quality, growth, and profitability. Actual awards are based on the achievement of the predetermined performance objectives and may be delivered as a mix of cash and unrestricted shares of the Company’s common stock.

2024 Performance Objectives and Results

The performance objectives upon which our NEOs’ performance-based incentive awards are determined are directly linked to the key drivers of our business. The performance objectives and weightings for each of the NEOs depend on their role within the Company and accountability for driving results towards goals for specific areas of the business. Performance objectives and weightings for each of the NEOs were determined by the Compensation Committee at the beginning of the year based on the Company’s business priorities, and the roles and responsibilities of each of the NEOs for executing on such goals during the year as set forth in the table below:


Performance Objectives	Mr. Kim	Mr. Plourd	Ms. Livingston	Mr. Stronks	Mr. Martin
	CEO	President	CFO	CRO	CBO
Net Consolidated Income	30%	N/A	25%	25%	35%
YTD Average Loans Outstanding	15%	N/A	15%	15%	20%
YTD Average Total Deposits	10%	N/A	15%	15%	15%
Classified/Criticized Loans/Gross Loans	10%	N/A	25%	25%	20%
NIE/Average Assets	10%	N/A	20%	20%	10%
Peer Performance (ROA) Percentile	10%	N/A	N/A	N/A	N/A
Leadership & Shareholder Value	15%	N/A	N/A	N/A	N/A
TOTAL	100%	N/A	100%	100%	100%

Eighty-five percent (85%) of Mr. Kim’s 2024 incentive opportunity was directly tied to the Company’s financial performance. The remaining 15% of the incentive opportunity was based on the achievement of qualitative goals in such areas as strategic planning, leadership, marketing, regulatory compliance, community involvement, franchise value, and shareholder relations. For the other NEOs, the total incentive opportunity was directly tied to the Company’s financial performance.

Target performance levels for each of the performance objectives were determined by the Board and the Compensation Committee at the beginning of the year as part of the annual budgeting process and are intended to be sufficiently challenging. Actual award payouts are determined depending on the level of performance achieved and can range between 0% and 150% of target. Corporate performance results between threshold and target and between target and maximum are calculated on a straight-line interpolation. The table below outlines performance objectives and adjusted results for 2024 (dollars in thousands):


	Level of Performance			Results
Performance Objectives	Threshold (50% payout)	Target (100% payout)	Maximum (150% payout)	Adjusted 2024 Performance	% of Payout Achieved
Net Consolidated Income (1)	$24,032	$28,273	$32,514	$28,366	101.00%
YTD Average Loans Outstanding (2)	$1,826,981	$2,029,979	$2,232,977	$1,980,000	88.00%
YTD Average Total Deposits (3)	$2,166,523	$2,407,248	$2,647,973	$2,500,000	119.00%
Classified/Criticized Loans/Gross Loans	8.50%	7.50%	6.50%	3.10%	150.00%
NIE/Average Assets (1)	2.71%	2.51%	2.31%	2.59%	70.00%
Peer Performance (ROA) Percentile	50th%	60th%	80th%	25%	—%
Leadership & Shareholder Value (4)	Qualitative Assessment				150.00%

(1) Target and Adjusted Performance for Net Consolidated Income and Non-Interest Expenses reflect discretionary adjustments for significant one-time events that occurred in 2024, including merger-related expenses incurred in connection with the acquisition of Community West Bancshares and losses on investment securities related to a partial restructuring of the Bank’s investment portfolio designed to improve the future performance of the portfolio. The Compensation Committee viewed both the merger and the restructuring as beneficial for the long-term growth of the Company and elected not to penalize the NEOs for incurring short-term costs that are anticipated to result in long-term benefits for the Company.

(2) Results for Adjusted 2024 Performance for YTD Average Loans Outstanding were adjusted for impacts of the merger.

(3) Results for Adjusted 2024 Performance for YTD Average Total Deposits were adjusted to remove the average balance of brokered deposits that are not considered core growth for the Company and also for impacts of the merger.

(4) In its evaluation of Mr. Kim’s performance and in making its determination of Mr. Kim’s achievement level with respect to the Leadership & Shareholder Value objective, the Compensation Committee considered Mr. Kim’s strong leadership of the Company and the Bank throughout 2024, including by overseeing the successful closing of the merger with Community West Bancshares, his leadership in guiding the Company and the Bank through an environment that continues to be challenging for financial institutions, and his continued commitment to strong shareholder relations.

Once the initial level of incentive award funding is determined based on the achievement of the goals described above, the Compensation Committee may adjust each NEO’s award up or down based on discretion. For 2024, there were no discretionary adjustments to actual award payouts other than those noted above.

Annual Incentive Payout Results

Based on the performance results described above, the following table lists the actual annual short-term incentive awards paid to the NEOs for 2024:


NEO	Actual Payout (as a % of Target opportunity)	Actual Cash Payout

James J. Kim	100%	$274,725

Shannon R. Livingston	108%	$178,000

Timothy J. Stronks	108%	$63,000

Jeffrey M. Martin	108%

SEC Form DEF 14A filed by Community West Bancshares