Community West Bancshares filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CWBC
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
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| CURRENT REPORT | ||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
Date of Report: March 17, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On March 17, 2025, Community West Bank (“Bank”), a wholly-owned subsidiary of Community West Bancshares (“Company”), appointed Hinson M. Thomas as Executive Vice President and Chief Credit Officer (“CCO”) of the Bank.
Mr. Thomas, age 55, brings over 30 years of experience in credit risk management, commercial banking and lending. Most recently, he served as EVP, Chief Credit Officer for a California-based community bank. A respected financial services industry leader, Thomas is highly regarded for his ability to foster strong teams and nurture commercial, small business and community relationships. In his new role, he will oversee the Bank’s Credit Administration Division, manage company-wide credit quality and serve on the Executive Managing Committee. Thomas earned his B.S. in Business Management and MBA from California State University, San Jose, in addition to completing the postgraduate program at Pacific Coast Banking School.
On March 17, 2025, the Bank entered into an employment agreement with Mr. Thomas with an initial base salary of $305,000. Mr. Thomas is eligible to benefit and participate in deferred compensation plans and receive an annual incentive bonus under the Company’s Senior Management Incentive Plan, which provides for an annual incentive bonus with a target amount equal to 35% of his base salary as set forth above. Mr. Hinson will be provided with a company automobile or an automobile allowance set forth in the agreement. Additionally, Mr. Thomas will receive paid vacation and restricted shares of Company common stock based on his base salary.
Under the executive employment agreement, Mr. Thomas’ employment may be terminated for “cause” (as defined in the employment agreement). In the event that the executive officer’s employment is terminated within 12 months following a “change in control” (as defined in the employment agreement) by the Company or the Bank or their respective successors, as applicable, without cause or is terminated by the executive officer for “good reason” (as defined in the employment agreement), the executive will be entitled to a lump sum payment equal to the average monthly total cash compensation paid to the executive during the most recent three previous years of employment (or a shorter period if less than three years) (“average monthly cash compensation”) multiplied by 18. Under the employment agreement, the executive may terminate the agreement for good reason. If the employer terminates the employment agreement without cause or the executive terminates the employment agreement for good reason (provided there has not been a change in control within the preceding 12 months), then the executive will be entitled to monthly payments equal to the average monthly cash compensation for 12 months (or until the executive obtains comparable employment as defined in the employment agreements, if earlier). Payment of any severance payment under the employment agreement is subject to the executive officer’s execution and delivery to the Bank or the Company of a severance and release agreement.
Mr. Thomas’ agreement mandates that Mr. Thomas protect specific confidential information (as defined in the employment agreement). Furthermore, Mr. Thomas must refrain from competing with any member of the “employer group” (as defined in the employment agreement) during the term of his employment and for one year following the termination of his employment must refrain from using confidential information to solicit any employee of any member of the employer group.
The employment agreement is attached as Exhibit 10.1 and incorporated by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | March 21, 2025 | COMMUNITY WEST BANCSHARES By: /s/ Shannon R. Livingston Shannon R. Livingston Executive Vice President and Chief Financial Officer | ||||||