CWBC DEF 14A Report ended May 27, 2021

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April 12, 2020

To Our Shareholders:

In recognition of the COVID-19 pandemic and the continued public health concerns, protect the health and well-being of our shareholders, employees and community, the 2021 Annual Shareholder meeting will be held in a virtual format via live webcast.  This will allow you as a shareholder, to participate in the meeting, ask questions, advance proposals, engage in discussions of significant business transactions and vote electronically online.  You are cordially invited to participate in the 2021 Annual Meeting of Shareholders (Meeting) of Community West Bancshares being conducted via live webcast on Thursday, May 27, 2021, at 6:30 P.M. Pacific Daylight Time (PDT).  To access the virtual meeting, you must register to attend by visiting www.communitywestbank.com/2021Shareholders and selecting the registration link.  Upon registering, you will receive an email confirmation with the webinar code.  The webinar code will also be located in your Notice or Proxy, though you must pre-register to attend.

In addition, instead of mailing a printed paper copy of the Proxy Statement, Proxy card, and our 2020 Annual Report to our shareholders we have elected to provide our shareholders access to those documents electronically over the Internet.  We believe that this process provides shareholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.  A Notice Regarding Availability of Proxy Materials for the Community West Bancshares’ Shareholder Meeting (Notice) will be mailed to our shareholders who owned our common stock at the close of business on March 29, 2021, and which Notice provides instructions on how to access the proxy materials through the Internet.  Any shareholder who would like a printed set of all the proxy materials may request that the documents be mailed to the shareholder by following the directions included in the Notice.

As set forth in the Proxy Statement, the Meeting will be held to consider the election of the Board of Directors, the approval of the proposed amendment to the Bylaws, the ratification of the selection of RSM US LLP as the Company’s independent auditors and to transact any other business that may properly come before the Meeting.

We will also review operating results for the past year and the progress of Community West Bancshares, and its wholly-owned subsidiary, Community West Bank, and present an opportunity to ask questions of general interest to shareholders via the virtual platform.

Your vote is important.  Whether or not you participate in the virtual Meeting online, I urge you to vote as soon as possible electronically via the Internet, by telephone or by mailing your executed Proxy as explained in the Notice or Proxy Statement.

Thank you for your continued support of Community West Bancshares and, again, I look forward to your participation at the virtual Annual Meeting on Thursday, May 27, 2021.

William R. Peeples

Chairman of the Board of Directors

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COMMUNITY WEST BANCSHARES

445 Pine Avenue

Goleta, California 93117-3709

Telephone: (805) 692-5821

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 27, 2021

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Shareholders (Meeting) of Community West Bancshares (Company) will be held virtually by a live webcast over the Internet on Thursday, May 27, 2021, at 6:30 P.M. Pacific Daylight Time (PDT).  To access the virtual Meeting register to attend by visiting www.communitywestbank.com/2021Shareholders and selecting the registration link.  Upon registering, you will receive an email confirmation with the webinar code.  The webinar code will also be located in your Notice or Proxy, though you must pre-register to attend. If you attend the virtual Meeting, you will be able to listen to the meeting, ask questions, advance proposals, engage in discussion on significant business transactions, and vote electronically.  The Meeting proposals to be voted at the Meeting are listed below along with the Board of Director’s recommendations.

1. Election of Directors. To elect eleven persons to the Board of Directors of the Company (Board) to serve until the 2022 Annual Meeting of Shareholders and until their successors are elected and have qualified.  The following persons are the Board of Directors’ nominees:

2. Amendment to the Bylaws. To consider and approve an amendment to the Company’s Articles of Incorporation to increase the range of authorized number of directors of the Company, from not less than six (6) nor more than eleven (11) to the range of not less than eight (8) nor more than fifteen (15) with the exact number of directors fixed at eleven (11) until changed, by a resolution amending such exact number, duly adopted by the Board of Directors or by the shareholders.

3. Ratification of the Independent Auditors. To ratify the selection of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021.

4. Other Business . To transact such other business as may properly come before the Meeting and any adjournment thereof, including, without limitation, to approve an adjournment(s) of the Meeting, if necessary, to solicit additional proxies for the eleven nominees for election.

Due to the current public health concerns and as an abundance of caution, the Meeting will be a virtual meeting.  This is being done in an effort to protect the health and well-being of our shareholders, employees and community.  Our shareholders will have the opportunity to attend, participate in, advance proposals, engage in discussions of significant business transactions via the Webcast and vote electronically via the internet.  To participate in the Meeting you will need the passcode included in the Notice Regarding the Availability of Proxy Materials for the Community West Bancshares Shareholders Meeting (Notice).  The Notice will be mailed to shareholders on or about April 12, 2021. Included in the Notice and in the Proxy Statement will be instructions on how to participate in the virtual Meeting.

The Board has fixed the close of business on March 29, 2021, as the record date for determination of shareholders entitled to notice of, and the right to vote at, the Meeting.

As set forth in the Proxy Statement, proxies are being solicited by and on behalf of the Board.  All proposals set forth above are proposals of the Company.  It is expected that these proxy materials will be made available to shareholders via the Internet at: www.edocumentview.com/CWBC on or about April 12, 2021.

The Bylaws of the Company provide for the nomination of Directors in the following manner:

“Nominations for election of members of the board of directors may be made by the board of directors or by any shareholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors.  Notice of intention to make any nominations (other than for persons named in the notice of the meeting at which such nomination is to be made) shall be made in writing and shall be delivered or mailed to the president of the corporation no more than sixty (60) days prior to any meeting of shareholders called for the election of directors and no more than ten (10) days after the date the notice of such meeting is sent to shareholders pursuant to Section 2.4 of these Bylaws; provided, however, that if ten (10) days notice of such meeting is sent to shareholders, such notice of intention to nominate must be received by the president of the corporation not later than the time fixed in the notice of the meeting for the opening of the meeting.  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 capital stock of the corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder; (e) the number of shares of capital stock of the corporation owned by the notifying shareholder; (f) with the written consent of the proposed nominee, a copy of which shall be furnished with the notification, whether the proposed nominee has ever been convicted of or pleaded nolo contendere to any criminal offense involving dishonesty or breach of trust, filed a petition in bankruptcy or been adjudged a bankrupt.  The notice shall be signed by the nominating shareholder and by the nominee.  Nominations not made in accordance herewith shall be disregarded by the chairman of the meeting and, upon his instructions, the inspectors of election shall disregard all votes cast for each such nominee.  The restrictions set forth in this paragraph shall not apply to nomination of a person to replace a proposed nominee who has died or otherwise become incapacitated to serve as a director between the last day for giving notice hereunder and the date of election of directors if the procedure called for in this paragraph was followed with respect to the nomination of the proposed nominee.  A copy of the preceding paragraph shall be set forth in the notice to shareholders of any meeting at which directors are to be elected.”

Since important matters are to be considered at the Meeting, it is very important that each shareholder vote.

We urge you to read the Proxy Statement fully, consider the proposals being presented at the Meeting, and cast your vote on such proposals electronically, by telephone, or by requesting, completing, and returning a printed paper form of the Proxy as explained in the Notice in the Proxy Statement, and the Proxy, as promptly as possible, whether or not you plan to participate in the Meeting electronically.  The Proxy is solicited by the Board.  Any shareholder who executes and delivers such a Proxy has the right to revoke it at any time before it is exercised by giving written notice of revocation to the Secretary of the Company, by submitting a properly executed Proxy bearing a later date, or by voting online at www.investorvote.com/CWBC , by voting by telephone if you hold your shares in your name or electronically via the link provided by your broker if you hold your shares in “street name”.

You will not be able to attend the Meeting in person, but only by Webcast.  We strongly encourage you to participate in the virtual Meeting online through the Webcast.  The Meeting is expected to begin promptly at 6:30 P.M., Pacific Daylight Time, on Thursday, May 27, 2021, so please allow yourself ample time for online check-in.

	By Order of the Board of Directors,
	John D. Illgen, Secretary
Dated: April 12, 2021
Goleta, California

PROXY MATERIALS AND ANNUAL REPORT ON FORM 10-K

Copies of the Company’s proxy materials described herein and the 2020 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, are available upon request to: Susan C. Thompson, Executive Vice President and Chief Financial Officer, Community West Bancshares, 445 Pine Avenue, Goleta, CA 93117-3474, telephone (800) 569-2100, e-mail: sthompson@communitywestbank.com .

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021

This Proxy Statement, the Proxy card, the Company’s Annual Report to Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available online at www.edocumentview.com/CWBC and on the Company’s website at www.communitywest.com .

COMMUNITY WEST BANCSHARES

445 Pine Avenue

Goleta, California 93117-3709

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 27, 2021

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SOLICITATION AND VOTING OF PROXIES

Community West Bancshares (Company or CWBC) is furnishing this Proxy Statement (Proxy Statement) to its shareholders in connection with the solicitation by the Board of Directors of the Company (Board) of proxies in connection with the Annual Meeting of Shareholders (Meeting), which will be held exclusively by means of a live webcast over the Internet on Thursday, May 27, 2021 at 6:30 P.M. Pacific Daylight Time (PDT), at any and all adjournments and postponements thereof.  To access the virtual Meeting, register to attend by visiting www.communitywestbank.com/2021Shareholders and selecting the registration link.  Upon registering, you will receive an email confirmation with the webinar code.  The webinar code will also be located in your Notice or Proxy, though you must pre-register to attend.  The designated proxyholders (Proxyholders) are members of the Company’s Board.  Only shareholders of record on March 29, 2021 (Record Date) are entitled to notice of, to participate in, and to vote by proxy, telephone, or electronically either before or during the Meeting or any adjournment or postponement thereof.  In light of the continued public health concerns resulting from the COVID-19 pandemic, the Board determined that holding a virtual meeting only would give shareholders the ability to participate in the Meeting online through the Webcast while protecting our shareholders, employees and community.

The Meeting is expected to begin promptly at 6:30 P.M. PDT on Thursday May 27, 2021 so if you plan to participate in the Meeting through the Webcast, we encourage you to access the Website prior to the scheduled start time leaving you ample time to check in and provide the information needed as a condition to participation identified above.

As permitted by the Securities and Exchange Commission’s “notice and access” rules, allowing for the electronic delivery of proxy materials, instead of mailing a paper copy of the Notice of Annual Meeting of Shareholders, this Proxy Statement, the proxy card (Proxy), the Company’s Annual Report to Shareholders for 2021, including consolidated financial statements for the year ended December 31, 2020, and the Annual Report on Form 10-K (collectively the “Proxy Materials”), through the Internet to shareholders of record as of the Record Date.  The Proxy Materials will be available beginning on April 12, 2021.  Instructions on how to access the Proxy Materials electronically over the Internet are provided in the Notice Regarding Availability of Proxy Materials for Community West Bancshares Shareholder Meeting, mailed to shareholders as of the Record Date on April 12, 2020 (Notice), and in this Proxy Statement.  To view these proxy materials electronically, please log on the Internet at www.edocumentview/CWBC and follow the instructions provided.  The Proxy Materials are also available on our website at: www.communitywest.com .  This method of providing the Proxy Materials allows our shareholders the opportunity to view the information contained therein and consider the proposals to be acted upon at the virtual Meeting online.  Shareholders who would like to receive a copy of those documents in a printed paper form by mail, including the Proxy Statement and Proxy, may do so by following the instructions in the Notice for requesting those materials.

Regardless of the number of shares of no par value common stock of the Company (Common Stock) owned, it is important that the holders of a majority of shares be represented by proxy or be present by Webcast at the virtual Meeting.  Shareholders are requested to vote by one of the methods described in the Notice, this Proxy Statement and on the Proxy. Proxies solicited by the Board will be voted in accordance with the directions given therein.  Where no instructions are indicated, signed or authorized Proxies will be voted “AUTHORITY GIVEN” for all eleven nominees in the election of the Directors named in this Proxy Statement; “FOR” approval of the proposed amendment to the Bylaws; and, “FOR” ratification of RSM US LLP (RSM) as the Company’s independent auditors for the fiscal year ending December 31, 2021. If any other business is properly presented at the Meeting, the Proxy will be voted in accordance with the recommendations of the Board.

Other than the matters set forth on Notice and the attached Notice of Annual Meeting of Shareholders, the Board knows of no additional matters that will be presented for consideration at the virtual Meeting.  An executed or authorized Proxy, confers to each of Robert H. Bartlein and William R. Peeples, as the designated Proxyholders, discretionary authority to vote the shares in such a manner as to effect the election of all eleven nominees for Director or as many thereof as possible under the rules of cumulative voting, if invoked, and in accordance with the recommendations of the Board on such other business, if any, which may properly come before the Meeting and at any adjournments or postponements thereof, including whether or not to adjourn the Meeting.  In addition, the Proxy being solicited confers, and the holders of each Proxy will have, discretionary authority to vote with respect to any matter if the Company did not have notice of such matter by February 28, 2021, which is at least 45 days before the anniversary date on which the Company first mailed its proxy materials for the then-prior year’s Annual Meeting of Shareholders.

When voting electronically either before or during the Meeting, please make sure you complete the voting on all proposals to assure that your vote is properly counted.  If you complete your electronic voting but you do not provide instructions on a proposal properly to come before the Meeting, your vote on that proposal will be cast in accordance with the recommendation of the Board.

You may revoke your Proxy at any time prior to its exercise by filing a written notice of revocation with the Secretary of the Company, by delivering to the Company a duly executed or authorized Proxy bearing a later date, or by voting by telephone or electronically after the date of the Proxy via the Internet.  However, if you are a shareholder whose shares are not registered in your own name, you will need to vote electronically via the links provided to you.

The following matters will be considered and voted upon at the Meeting:

1. Election of Directors. To elect the following eleven persons to the Board of Directors of the Company to serve until the 2022 Annual Meeting of Shareholders and until their successors are elected and have qualified.

2. Amendment to the Bylaws. To consider and approve an amendment to the Company’s Bylaws to increase the range of authorized number of directors of the Company, from not less than six (6) nor more than eleven (11) to the range of not less than eight (8) nor more than fifteen (15) with the exact number of directors fixed at eleven (11) until changed, by a resolution amending such exact number, duly adopted by the Board of Directors or by the shareholders.

3. Ratification of the Company’s Independent Auditors . To ratify the appointment of RSM as the Company’s independent auditors for the fiscal year ending December 31, 2021.

4. Other Business. To transact such other business as may properly come before the Meeting and any adjournment thereof, including, without limitation, approving an adjournment(s) of the Meeting, if necessary, to solicit additional proxies for the eleven nominees for election.

This solicitation of proxies is being made by the Board.  The expense of solicitation of proxies for the Meeting will be borne by the Company.  Proxies may be solicited through the use of the mail, personally or by telephone or electronic transmission by Directors, officers and employees of the Company, and its wholly-owned subsidiary, Community West Bank (CWB or Bank), without additional compensation therefor.  In addition, if the Board deems it advisable the services of individuals or companies that are not regularly employed by the Company or the Bank may be engaged or used in connection with the solicitation of proxies.  The Company will also request persons, firms and corporations holding shares in their names, or in the name of their nominees, that are beneficially owned by others, to send proxy materials to and obtain proxies from such beneficial owners and will reimburse such holders for their reasonable expenses in doing so.  The total estimated cost of the solicitation is approximately $25,000 depending on whether an outside solicitor is engaged.

VOTING SECURITIES

The securities that may be voted at the Meeting consist of shares of Common Stock.  The close of business on March 29, 2021 has been fixed by the Board as the date (Record Date) for the determination of shareholders of record entitled to notice of and to vote at the Meeting and at any adjournments or postponements thereof.  The total number of shares of Common Stock outstanding as of the Record Date was 8,524,413 shares.  Each shareholder is entitled to one vote for each share held as of the Record Date, except that in the election of Directors, each shareholder has the right to cumulate votes provided that the candidates’ names have been properly placed in nomination prior to commencement of voting and a shareholder has given notice of the shareholder’s intention to cumulate votes prior to commencement of voting.  Cumulative voting entitles a shareholder to give one candidate a number of votes equal to the number of Directors to be elected, multiplied by the number of shares of Common Stock held by that shareholder, or to distribute such votes among as many candidates as the shareholder deems fit.  The candidates receiving the highest number of votes, up to the number of Directors to be elected, will be elected.  The Proxy confers on the Proxyholders discretionary authority to vote the shares in such a manner as to effect the election of all eleven nominees for Director or as many thereof as possible under the rules of cumulative voting.

Of the shares of Common Stock issued and outstanding as of the Record Date, 1,698,125 (19.92%) shares were beneficially owned by Directors and executive officers of the Company.  Such persons have informed the Company that they will vote “AUTHORITY GIVEN” for all eleven nominees in the election of Directors; “FOR” approval of the proposed amendment to the Bylaws, and “FOR” ratification of the selection of RSM as the Company’s independent auditors for the fiscal year ending December 31, 2021.  Under California law and the Company’s Bylaws, a quorum consists of the presence by proxy or virtually via the Webcast, of a majority of the shares entitled to vote at the Meeting, and a matter (other than the election of Directors) voted on by shareholders will be approved if it receives the vote of a majority of the shares both present and voting, which shares also constitute a majority of the required quorum, unless the vote of a greater number of shares is required.  Abstentions and broker non-votes will be included in the number of shares present at the Meeting and entitled to vote for the purpose of determining the presence of a quorum.

If your shares are held in “street name” by a brokerage firm, you will need to follow the directions your brokerage firm provides to you to properly vote your shares.  Under the current rules of the New York Stock Exchange (NYSE), if you do not give instructions to your brokerage firm at least ten days before the Meeting, you still will be able to vote your shares with respect to certain “routine” matters, but you will not be allowed to vote your shares with respect to certain “non-routine” matters.  For example, the ratification of RSM as the Company’s independent auditors (Proposal 3) is considered to be a routine matter under the NYSE rules and your brokerage firm will be able to vote on this proposal if it does not receive instructions from you, so long as it holds your shares in its name.  However, the election of Directors (Proposal 1) and approval of the proposed amendment to the Bylaws (Proposal 2) are non-routine matters.  Accordingly, if you do not instruct your broker how to vote with respect to Proposals 1 and 2, your broker may not vote with respect to that proposal and those votes will be counted as “broker non-votes.”  “Broker non-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.  Assuming that a quorum is present at the Meeting, the following table sets forth the required vote to approve each matter to be considered and voted upon at the Meeting and the effect of “Withhold” votes, abstentions and broker non-votes.

Voting Methods

Your vote is important .  Whether you hold shares directly as a shareholder of record or beneficially in “street name” (through a brokerage firm, bank or other nominee, referred to herein as “broker”), you may vote your shares without participating in the Meeting by the methods set forth below.

If you are a shareholder whose shares are registered in your name as of the Record Date, you may vote your shares by one of the following methods:

Vote by Internet. You may direct your vote via the Internet by proxy without attending the Meeting.  Our Internet voting procedures are designed to authenticate shareholders by using individual control numbers.  To vote via the Internet please go to www.investorvote.com/CWBC or scan the QR code provided in the shaded area on your Notice or Proxy.  Follow the instructions on your Notice or Proxy and use the Internet, which is available 24 hours a day, to transmit your voting instructions up until the voting is closed at 7:30 P.M. Pacific Daylight Time on May 27, 2021.

Vote by Telephone. You may also direct your vote by proxy without attending the Meeting by dialing toll free, 1-800-652-8683 or toll, 1-781-575-3120, and following the instructions for telephone voting shown on your Notice or Proxy. Use any touch-tone telephone to transmit your voting instructions which is available 24 hours a day, up until voting is closed at 7:30 P.M. Pacific Daylight Time on May 27, 2021.

Vote by Proxy. If you requested a printed paper copy of the proxy materials and/or wish to vote by Proxy card you may vote by returning the completed and properly signed Proxy in the postage-paid envelope enclosed with the paper copy of the proxy materials.  Please mail your completed Proxy card by regular mail to the following address: Community West Bancshares, c/o Computershare Investors Services, Post Office Box 505000, Louisville, KY 40233-9814 or by overnight delivery to Community West Bancshares, c/o Computershare Investors Services, 462 South 4 ^th Street Suite 1600, Louisville, KY 40202.

During the Meeting. Shares registered directly in your name as the shareholder of record may be voted via the Internet.  Please go to www.investorvote.com/CWBC during the Meeting and following the “Vote by Internet” instructions listed above.  Shares held through a broker or nominee may be voted via the Internet follow the instructions provided to you by your bank or broker.

If your shares are held in “street name” as of the Record Date, then you are the “beneficial owner” of those shares and you should receive a separate voting instruction from your broker to direct your broker on how to vote your shares .

We encourage you to communicate your voting decisions to your broker to ensure your vote will be counted.  Shares held through a broker may be voted during Webcast only through the link provided to you by your broker.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as of the Record Date, concerning the beneficial ownership of the Company’s outstanding Common Stock: (i) by persons (other than depositories) known to the Company to own more than 5% of the Company’s outstanding Common Stock; (ii) by each of the Company’s Directors or nominees; (iii) by each of the Named Executive Officers (as hereinafter defined); and (iv) by all current Directors and executive officers as a group.  Management is not aware of any change in control of the Company that has occurred since January 1, 2020, or any arrangement that may, at a subsequent date, result in a change in control of the Company.

Except as indicated, the address of each of the persons listed below is c/o Community West Bancshares, 445 Pine Avenue, Goleta, CA 93117.

*        Less than 0.50%

(1)       Includes shares beneficially owned, directly and indirectly, together with associates, except for shares subject to vested stock options’.  Also includes shares held as trustee and held by or as custodian for minor children.  Unless otherwise noted, all shares are held as community property under California law or with sole investment and voting power.

(2)       Shares subject to options held by Directors or executive officers that are exercisable within 60 days after the Record Date (vested) are treated as issued and outstanding for the purpose of computing the percent of the class owned by such person 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.

(3)       Address is: 135 North Meramec, Clayton, MO 63105.  These securities are owned by Investors of America, Limited Partnership and may be deemed to be indirectly owned by First Banks, Inc.  Members of the Dierberg Family and the Dierberg Family Trusts are shareholders of First Securities America, Inc., the General Partner of Investors of America, Limited Partnership, and First Banks, Inc.  First Banks, Inc. disclaims beneficial ownership of these securities.

(4)        Address is:  105 Front Street #122, Key West, Florida 33040.  Excludes 4,000 shares held by Mr. Timyan’s spouse, Anna S. Belyaev, of which Mr. Timyan disclaims beneficial ownership.  Information is pursuant to the most recent Schedule 13D filed by Mr. Timyan with the SEC on or about July 31, 2020.

(5)        Mr. Raffo holds the option to purchase 20,000 shares of Company Common Stock from Philip J Timyan under the terms of an option agreement between Mr. Raffo and Mr. Timyan.

(6)        Mrs. Blois has indicated she is not standing for re-election and consequently she is not nominated for re-election at the Meeting.

(7)        Address is: 750 Eleventh Street South, Suite 202, Naples, FL 34102. Mr. Lashley, Mr. Palmer and PL Capital Advisors, LLC disclaim beneficial ownership of such Common Stock, except to the extent of their pecuniary interest therein.  Information is pursuant to the most recent Schedule 13D filed by Mr. Lashley, Mr. Palmer and PL Capital Advisors, LLC with the SEC on or about March 22, 2021.

PROPOSAL 1

ELECTION OF DIRECTORS

Directors and Executive Officers

The Company’s Bylaws provide that the authorized number of Directors will be not less than six (6) nor more than eleven (11), with the exact number of Directors to be fixed from time to time by resolution of a majority of the Board or by resolution of the shareholders.  The Board of Directors last fixed the authorized number, within the range at eleven (11).

At the Meeting, eleven persons will be elected to serve as Directors of the Company until the 2022 Annual Meeting and until their successors are elected and have qualified.  The eleven persons named below include ten that are all currently Directors of the Company and have been nominated by the Board for re-election.  The eleventh is currently a member of Community West Bank’s Board of Directors and has been nominated by the Board for election to the Board of the Company.  As previously noted, Jean Blois has indicated that she is not standing for re-election and, consequently, she is not nominated for re-election to the Board of the Company at this Meeting.

A Proxy that is submitted to the Company with the instruction “AUTHORITY GIVEN” or submitted without instructions will be voted in such a way as to effect the election of all eleven nominees, or as many thereof as possible under the rules of cumulative voting if cumulative voting is invoked at the Meeting.  In the event that any of the nominees should be unable to serve as a Director, it is intended that the Proxy will be voted for the election of such substitute nominees, if any, as will be designated by the Board.  Each nominee has consented to being named in the Proxy Statement and has agreed to serve as a member of the Board, if elected.  The Board has no reason to believe that any of the nominees will be unable or unwilling to serve.  Additional nominations can only be made by complying with the notice provision set forth in the Bylaws of the Company, an extract of which is included in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement.  This Bylaw provision is designed to give the Board advance notice of competing nominations, if any, and the qualifications of nominees, and may have the effect of precluding third-party nominations if the notice provisions are not followed.

None of the Directors or executive officers of the Company were selected pursuant to any arrangement or understanding, other than with the Directors and executive officers of the Company, acting within their capacities as such.  The Company knows of no family relationships between the Directors and executive officers of the Company, nor do any of the Directors or executive officers of the Company serve as Directors of any other company which has a class of securities registered under, or which is subject to the periodic reporting requirements of the Exchange Act or any investment company registered under the Investment Company Act of 1940.

Pursuant to NASDAQ Stock Market LLC (NASDAQ) Listing Rules, the Board has made an affirmative determination that the following members of the Board are “independent” within the meaning of such rules: Robert H. Bartlein, Dana L. Boutain, Suzanne M. Chadwick, Tom L. Dobyns, John D. Illgen, James W. Lokey, Shereef Moharram, William R. Peeples, Christopher R. Raffo, and Kirk B. Stovesand.  As such, pursuant to NASDAQ Listing Rules, a majority of the members of the Board are “independent” as so defined.  Also, pursuant to NASDAQ Listing Rules and Rule 10A-3 of the Securities Exchange Act of 1934 (Exchange Act), all of the members of the Audit Committee are “independent” as so defined.

The following persons have been nominated for election by the Board:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF “AUTHORITY GIVEN” FOR ALL ELEVEN NOMINEES IN THE ELECTION OF DIRECTORS.

Information about the Nominees

Robert H. Bartlein (Age 73)

Mr. Bartlein has been a member of the Board of CWBC since its inception in 1997 and a founder and Director of CWB since 1989.  Mr. Bartlein serves on CWBC’s Nominating and Corporate Governance Committee and is Chairman of the Board of CWB, Chairman of CWB’s Credit Committee and a member of CWB’s Executive, Compensation, and Management Succession Committees.  He is President and CEO of Bartlein & Company, Inc., founded in 1969, which is a property management company with three California offices.  He 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 Director of the American Lung Association of Santa Barbara and Ventura Counties.

Dana L. Boutain (Age 56)

Mrs. Boutain was named to the Boards of CWBC and CWB in July 2017, and is a member of CWBC’s Audit Committee. Mrs. Boutain is a managing director in the Oxnard office of CBIZ MHM, LLC.  She assists clients with complex tax planning, from transaction structuring to multistate filing to taxation for international operations and subsidiaries.  She has been in the industry for more than 30 years.  Mrs. Boutain is a Certified Public Accountant and holds a B.S. – Business Administration degree from the California State University – Bakersfield and holds a M.S. – Taxation degree from Golden Gate University.

Suzanne M. Chadwick (Age 73)

Ms. Chadwick, a resident of Oxnard, CA, was employed by Santa Barbara Bank and Trust for over 20 years.  Having introduced Santa Barbara Bank and Trust to Ventura County in 1995, she retired as Senior Vice President Private Client Manager in 2013.  She cultivated high-value existing and new business relationships as well as being an active community volunteer.  Ms. Chadwick currently serves as Regent with California Lutheran University, where she has been active since 2013.  She also serves on the Advisory Council for the Center for Nonprofit Leadership since 2016, Interface Children & Family Services Advisory Board since 2008, KCLU Advisory Board since 1995 and Rotary Club of Oxnard.

Tom L. Dobyns (Age 68)

Mr. Dobyns was named to the Boards of CWBC and CWB in July 2017, and is a member of CWB’s Compensation Committee.  Mr. Dobyns has more than 42 years of bank management experience, including as Chief Executive Officer of Mission Community Bank (2011-2014); President and Chief Executive Officer of American Security Bank (2009-2011); President of the Retail Banking Group of Fullerton Community Bank (2004-2007); Executive Vice President of First Interstate Bank (1981-1996), and a past member of the Board of Directors of the California Bankers Association.  He currently has his own consulting company that assists both banks and non-banks in leadership and executive coaching.  He is a keynote speaker for organizations across the United States and abroad.  Mr. Dobyns resides in Pismo Beach, CA and serves on several community-based non-profits.  Currently he is the Director of Advancement for Coastal Christian School in Pismo Beach.

John D. Illgen (Age 76)

Mr. Illgen has been a member of the Board of CWBC since its inception in 1997 and a founder and Director of CWB since 1989.  He is Secretary of the Board of CWBC, a member of CWBC’s Nominating and Corporate Governance, Audit Committees, Chairman of CWB’s Asset/Liability Committee, and a member of CWB’s Compensation Committee.  Mr. Illgen was Sector Director and Vice President for Modeling and Simulation with Northrop Grumman Information Systems until January 2018.  He was Founder (1988), President and Chairman of Illgen Simulation Technologies, Inc. until its merger with Northrop Grumman Corporation in December 2003.  Mr. Illgen is Chairman Emeritus of the Board of Directors of the National Defense Industrial Association and appeared on television with the late General (Ret) Alexander Haig on “21 ^st World Business Review” as an industry expert in information systems, modeling and simulation and other technologies.  Mr. Illgen is on the Advisory Board of the Santa Barbara Scholarship Foundation and is a Past President of Goleta Rotary Club.  In 2012, Mr. Illgen received the International award, “Modern Day Technology Leader” from the BEYA for his contributions to the Modeling and Simulation domain. The National Defense Training Association (NTSA) awarded Mr. Illgen their highest honor by awarding Mr. Illgen the Governor’s Life-Time Achievement Award for Modeling and Simulation in 2017. Mr. Illgen also received Board Member Emeritus from the National Defense Industrial Association (NDIA). Mr. Illgen will remain on all committees with the NDIA.

James W. Lokey (Age 73)

Mr. Lokey has been a member of the Board of CWBC and CWB since June 2015.  He is a member of CWBC’s Audit Committee, Executive Committee and CWB’s Credit Committee.  Mr. Lokey has more than 42 years of bank management experience including as 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 the 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.

Shereef Moharram (Age 49)

Mr. Moharram was named to the Boards of CWBC and CWB in December 2011, and is a member of CWB’s Asset/Liability Committee.  Mr. Moharram is a partner with the law firm Price Postel & Parma LLP in Santa Barbara, where he specializes in real estate law.  Mr. Moharram holds a B.A. in English Literature from the University of California, Santa Barbara, and a JD from the UCLA School of Law.

William R. Peeples (Age 78)

Mr. Peeples is Chairman of the Board of CWBC and a founder and Director of CWB since 1989.  Mr. Peeples is Chairman of CWBC’s Nominating and Corporate Governance Committee and serves on CWB’s Executive, Compensation and Management Succession Committees.  Mr. Peeples served in various executive capacities, including as President and Chief Financial Officer of Inamed Corporation from 1985 to 1987.  He also was a founder and Chief Financial Officer of Nusil Corporation and Imulok Corporation from 1980 to 1985.  Mr. Peeples has been active as a private investor and currently serves as Managing General Partner of two real estate partnerships.  Mr. Peeples holds a BBA from the University of Wisconsin – Whitewater, and an MBA from Golden Gate University, Air Force on-base program.

Martin E. Plourd (Age 63)

Mr. Plourd has been President, Chief Executive Officer and a member of the Board of CWB since November 2011 and President, Chief Executive Officer and member of the Board of CWBC since March 2012.  Mr. Plourd serves on CWB’s Credit, Asset/Liability and Management Succession Committees and is a member of the Management Disclosure Committee.  He has been in banking for over 39 years and has been a bank executive for over 20 years.  From July 2009 to October 2011, he worked as a private consultant with banks on engagements concerning strategic planning, acquisitions and compliance issues.  From July 2005 to July 2009, Mr. Plourd served first as Chief Operating Officer and then as President and Director of Temecula Valley Bank.  Prior to that, he spent 18 years with Rabobank/Valley Independent Bank in El Centro, including his last position as Executive Vice President and Community Banking Officer.  Mr. Plourd is an executive board member of the Western Bankers Association and Goleta Valley Cottage Hospital Foundation Board of Trustees, an Advisory board member for the College of Agriculture at California State Polytechnic University, Pomona (Cal Poly),  and is a member of the Goleta Rotary Club.  Mr. Plourd is a graduate of Stonier Graduate School of Banking and Cal Poly.

Christopher R. Raffo (Age 63)

Mr. Raffo has been a member of the Board of CWBC and CWB since July 2020.  Mr. Raffo has thirty-five years of Capital Markets experience in Community and Regional banks.

Kirk B. Stovesand (Age 58)

Mr. Stovesand has been a member of the Board of CWBC and CWB since May 2003.  Mr. Stovesand is Chairman of CWBC’s Audit Committee and serves on CWB’s Asset/Liability, and Credit Committees and is Secretary of CWB’s Board.  He is a partner of Walpole & Co., founded in 1974, which is a Certified Public Accounting and Consulting firm.  Mr. Stovesand has served on the boards of both for-profit and not-for-profit organizations. He is a graduate of the University of California Santa Barbara with a degree in Business Economics.  Mr. Stovesand received a Masters Degree in Taxation from Golden Gate University and a Master Certificate in Global Business Management from George Washington University.  He is a Certified Financial Planner, certified in mergers and acquisitions, and a member of the American Institute of Certified Public Accountants.

Executive Officers (not members of the Board)

The following sets forth, as of the Record Date, the names and certain other information concerning current executive officers of the Company, other than for Martin E. Plourd, who is a current director and nominee.

William F. Filippin (Age 57)

Mr. Filippin, Executive Vice President and Chief Administrative and Credit Officer of CWB, has been with the Company since June 2015.  Prior to joining the Company, Mr. Filippin served with Heritage Oaks Bank (and Mission Community Bank until it was merged into Heritage Oaks Bank in February 2014) as Market Area President from March 2012 to May 2015; Executive Vice President and Chief Credit Officer from August 2010 to March 2012; and, Senior Vice President and Credit Administrator from April 2009 to August 2010.  Mr. Filippin is a founding member of the Paso Robles Optimist Club, served as President of the Paso Robles Kiwanis Club, and Chairman of the Arroyo Grande Chamber of Commerce.  He holds degrees in Agriculture Business Management from Cal Poly San Luis Obispo and from The Graduate School of Banking at the University of Wisconsin-Madison.

Susan C. Thompson (Age 58)

Ms. Thompson, Executive Vice President and Chief Financial Officer of CWBC and CWB, has been with the Company since June 2013.  Ms. Thompson previously served as Senior Vice President and Controller/Principal Accounting Officer at Western Alliance Bancorporation and prior to that as Senior Vice President and Controller of Pacific Capital Bancorporation.  Ms. Thompson is an alumni of the public accounting firm of Deloitte specializing in their financial services practice.  Ms. Thompson is a certified public accountant and a member of the Financial Managers Society.  Ms. Thompson is a graduate of Pacific Coast Banking School and holds a Bachelor of Science degree in accounting from the University of Utah.

Timothy J. Stronks (Age 52)

Mr. Stronks, Executive Vice President and Chief Operating Officer of CWB, has been with the Company since July 2018.  Mr. Stronks previously served as 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.

Specific Experience, Qualifications, Attributes and Skills of Directors

The Nominating and Corporate Governance Committee (NCGC) has reviewed with the Board the specific experience, qualifications, attributes and skills of each Director, including each nominee for election as a Director at the Meeting.  The NCGC has concluded that each Director has the appropriate skills and characteristics required of Board membership, and each possesses an in-depth knowledge of the Company’s business and strategy.  The NCGC further believes that our Board is composed of well-qualified and well-respected Directors who are prominent in business, finance and the local community. The experience and key competencies of each Director, as reviewed and considered by the NCGC, are set forth below.

Robert H. Bartlein .  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.  He is a founder and has served on the Bank Board since its inception.

Dana L. Boutain. Mrs. Boutain has a broad financial background and serves as a managing director of an accounting and consulting firm. Her expertise is in consulting, transaction structuring and financial statement compilations and reviews, including assisting clients in developing banking relationships and banking transactions. She primarily services clients in construction, manufacturing, government providers, oilfield services, transportation and real estate. Mrs. Boutain is active on boards of for-profit and not-for-profit organizations.

Suzanne M. Chadwick. 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.

Tom L. Dobyns. Mr. Dobyns has extensive experience in bank management serving in various executive management capacities including as Chief Executive Officer.  Mr. Dobyns consults banks in leadership and executive coaching.  Mr. Dobyns is active on several community-based not-for-profit boards.

John D. Illgen .  As founder and Chief Executive Officer of Illgen Simulation Technologies, Inc., until sold to Northrop Grumman, Mr. Illgen has a national reputation in technology, National Defense, models/ simulations, and broad business experience.  He has strong expertise in cyber security, AI, modeling and simulation and has chaired sessions at symposiums on these subjects.  He continues to be published on technology and is a frequent symposium “Key Note” speaker.  Mr. Illgen is a Co-founder and has served on the Bank Board since its inception. Mr. Illgen was Co-Host on World Business Review (International TV broadcast weekly) for technology with the Late Alexander Haig.

James W. Lokey .  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.

Shereef Moharram .  Mr. Moharram is an attorney, specializing in real estate and is very active in the local community.  The Company believes Mr. Moharram’s legal and real estate background is pertinent in addressing numerous Board issues.

William R. Peeples .  Mr. Peeples has substantial experience in finance, including positions as a Chief Financial Officer, and has expertise in capital raising, venture capital, business combinations, real estate and broad business exposure.  Mr. Peeples also served as interim President and Chief Executive Officer of CWBC.  He is active in the local community.  Mr. Peeples is a founder and has served on the Bank Board since its inception.

Martin E. Plourd. As President, Chief Executive Officer and a Director of the Bank and the Company, and through numerous executive positions Mr. Plourd has held in his banking career, he has a substantial financial services’ background, including management, lending, marketing and bank operations.  This experience enables Mr. Plourd to provide the Company with effective leadership in the conduct of its business and strategic initiatives.  He is active in the community and also has served in executive positions in the banking industry.

Christopher R. Raffo. Mr. Raffo has thirty-five years of Capital Markets experience in Community and Regional banks.

Kirk B. Stovesand .  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.

•

Reviewed and discussed with management the audited financial statements contained in the Company’s Annual Report on Form 10-K for fiscal 2020; and

•

Obtained from management their representation that the Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

•

Discussed with RSM the matters required to be discussed by Statement on Auditing Standards No. 1301, Communications with Audit Committees (AS 1301); and

•

Received and discussed with RSM the written disclosures and the letter from RSM required by applicable requirements of the PCAOB regarding RSM’s communications with the Audit Committee concerning independence, and reviewed and discussed with RSM whether the rendering of the non-audit services provided by them to the Company during fiscal 2020 was compatible with their independence.

	THE AUDIT COMMITTEE
	Kirk B. Stovesand, Chairman
	Dana L. Boutain
	John D. Illgen
	James W. Lokey
Dated: February 25, 2021

2.

Annually review the amounts and terms of base salary, incentive compensation and all other forms of compensation for the Company’s Executive Officers, and report the CC’s findings to the Board.

3.

Assess bank compensation programs including bonus and incentive plans for risk that may materially affect the long‐term viability of the Bank.  Risk management practices should include an assessment of the internal control environment surrounding the compensation programs, ensure the review and approval process is evident and the documentation is adequate to support the results and contains appropriate clawback provisions.

i.

This annual risk assessment will be conducted by the Chief Risk Officer who will then provide documentation supporting his/her recommendations to the CC.

4.

Review Executive Officer compensation in reference to Section 162(m) of the Internal Revenue Code, as it may be amended from time to time, and any other applicable laws, rules and regulations.  This review may be conducted by external compensation consultants as deemed appropriate by the CC.

5.

Annually review and make recommendations to the Board with respect to incentive based compensation plans and equity based plans.  Establish criteria for the terms of awards granted to participants under such plans.  Grant awards in accordance with such criteria and exercise all authority granted to the CC under such plans, or by the Board in connection with such plans.

6.

Recommend to the Board the compensation for Directors (including retainer, CC and CC chair fees, stock options and other similar items, as appropriate).

7.

Evaluate the need for or any modifications to employment agreements, severance arrangements and change in control agreements and provisions, as well as any special supplemental benefits.

8.

Conduct an annual review of the CC’s performance and periodically assess the adequacy of its charter and recommend changes to the Board as needed.

9.

Retain, at the expense of the Bank, compensation consultants, outside counsel and other advisors as the CC may deem appropriate in its sole discretion. The CC shall have authority to approve related fees and retention terms.

10.

Perform any other activities consistent with this Charter, the Company’s By‐laws and governing law as the CC or the Board deem appropriate. Delegate responsibility to subcommittees of the CC as necessary or appropriate.  Regularly report to the Board on the CC’s activities.

Name and Principal Position	Year		Salary				Bonus				Option Awards (1)				Nonqualified Deferred Compensation Earnings				All Other Compensation (2)				Total
Martin E. Plourd , President and Chief Executive Officer, CWBC and CWB	2020		$	450,000			$	250,000			$	32,578				-			$	64,645			$	797,223
	2019		$	433,333			$	200,000				-				-			$	68,506			$	701,839
William F. Filippin, Executive Vice President Chief Administrative and Credit Officer,  CWB	2020		$	285,000			$	100,000			$	2,198				-			$	46,738			$	433,936
	2019		$	266,667			$	55,000			$	20,180				-			$	45,794			$	387,641
Timothy J. Stronks, Executive Vice President and Chief Operating Officer,  CWB	2020		$	242,740			$	90,000			$	2,198				-			$	36,311			$	371,249
	2019		$	228,833			$	60,000			$	13,454				-			$	31,071			$	333,358

ALL OTHER COMPENSATION
Name		Year				401k Match				Deferred Compensation				Life Insurance Premium				Company Car/Car Allowance				Club Membership				Relocation
Martin E. Plourd			2020 2019			$ $	8,100 8,100			$ $	53,800 52,000			$ $	3,564 3,564			$ $	981 1,392			$	- 2,100				-
William F. Filippin			2020 2019			$ $	8,100 8,100			$ $	32,964 32,000			$ $	1,816 1,804			$ $	4,822 2,540				- -				-
Timothy J. Stronks			2020 2019			$ $	8,100 2,863			$ $	28,854 27,400			$ $	811 808				- -				- -				- -

Option Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable (2)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)			Option Expiration Date
William F. Filippin			18,400				-				-			$	6.59		6/25/25
			4,800				1,200				-			$	6.86		3/24/26
			2,000				3,000				-			$	11.20		2/22/28
			1,500				6,000				-			$	10.28		2/28/29
			-				2,000				-			$	6.71		4/29/30
Martin E. Plourd			20,000				-				-			$	3.25		12/13/22
			20,000				-				-			$	7.31		1/30/24
			5,000				-				-				6.996		3/26/25
			20,000				-				-			$	6.6996		3/26/25
			20,000				5,000				-			$	6.86		3/24/26
			12,000				8,000				-			$	10.30		2/22/27
			6,000				4,000				-				10.99		12/20/27
			8,000				12,000				-			$	10.56		11/15/28
			-				20,000				-			$	10.70		2/27/30
			-				3,000				-			$	6.71		4/29/30
Timothy J. Stronks			8,000				12,000				-			$	12.68		7/26/28
			1,000				4,000				-			$	10.28		2/28/29
			-				2,000				-			$	6.71		4/29/30

(1)

As of December 31, 2020, the Company had not granted nor had outstanding any stock awards.

(2)

Each option grant generally vests 20% on each anniversary of the grant date.  Each stock option expires 10 years after the date the stock option was granted.

Name (1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(3)	Total ($)
Robert H. Bartlein	43,000		-	3,297	-	-	-	46,297
Jean W. Blois	19,700			3,297				22,997
Dana L. Boutain	22,600		-	3,297	-	-	-	25,897
Suzanne M. Chadwick	8,000		-	-	-	-	-	8,000
Tom L. Dobyns	19,600		-	3,297	-	-	29,625	52,522
John D. Illgen	24,800		-	3,297	-	-	-	28,097
James W. Lokey	42,800		-	3,297	-	-	-	46,097
Shereef Moharram	19,000		-	3,297	-	-	-	22,297
William R. Peeples	23,000		-	3,297	-	-	-	26,297
Christopher R. Raffo	8,000		-	-	-	-	-	8,000
Kirk B. Stovesand	43,800		-	3,297	-	-	-	47,097

	By Order of the Board of Directors,
	COMMUNITY WEST BANCSHARES
	William R. Peeples,
	Chairman of the Board
Dated:  April 12, 2021
Goleta, California

1.	Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The revised Charter will be included in the annual proxy statement no less frequently than every three years.

2.	Review the annual audited financial statements with management and the independent auditor, including disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.

3.

Review with management and the independent auditor any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

4.	Review with management and the independent auditor the company’s quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditors’ review of the quarterly financial statements.

5.	Review and discuss quarterly reports from the independent auditors on:

a.

All critical accounting policies and practices to be used.

b.

All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative treatments, and the treatment preferred by the independent auditor.

c.

The matters required to be discussed by Statement on Auditing Standards Numbers 61 and 90, as they may be amended or supplemented, relating to the audit or the Company’s periodic reports.

d.

Other material written communications between the independent auditor and management, such as any management letters or schedule of unadjusted differences.

6.

Meet quarterly with management to review the Company’s major financial risk exposures and the policies and procedures that management utilizes to monitor and control such exposures. Hold a monthly conference call between the Chair of the Committee and the Chief Risk Officer to discuss any items that require attention and to discuss Committee agenda items. The Chair of the Committee can call extraordinary meetings any time she/he deems necessary.

7.	Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to that letter. Such reviews should include:

a.

Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information.

b.

Any changes required in the planned scope of the audit.

c.

Any significant disagreements with management.

8.	The Committee will generally discuss the earnings press releases as well as financial information provided to financial analysts and rating agencies, where applicable.

9.

Review disclosures made to the AC by the Company’s CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls. This includes management’s report relating to the Company’s review and documentation of Sarbanes-Oxley compliance.

10.	Review and evaluate the experience and qualifications of the lead members of each independent auditor’s team.

11.

Evaluate the performance and independence of each independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence. The opinions of management and the internal auditor will be taken into consideration as part of this review.

12.	Receive and review a report from each independent auditor at least annually regarding the independent auditor’s independence and discuss such reports with the auditor. Ensure that each independent auditor submits a formal written statement, as required by the Independence Standard.

13.

Obtain and review a report from each independent auditor at least annually regarding the independent auditor’s internal quality control procedures. The report should include any material issues raised by the most recent internal quality control review or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years regarding one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

14.	Meet with each independent auditor prior to the audit to review the planning and staffing of the audit.

15.	The Audit Committee will present its conclusions regarding each independent auditor to the Board.

16.	Review the appointment and replacement of the staffing for the internal audit and compliance function.

17.	Review the reports to management prepared by the internal audit and/or compliance function and management’s responses.

18.	Discuss with each independent auditor and management the internal audit function responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audits.

19.	Obtain from each independent auditor assurance that Section 10A of the Securities Exchange Act has not been implicated.

20.	Obtain reports from management, the Company’s internal auditor (if applicable) and each independent auditor that the Company’s subsidiary affiliated entity is in conformity with applicable regulatory and legal requirements and the Company’s code of ethics.

21.	Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s code of ethics.

22.	Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

23.	Discuss with management and each independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

24.	Review with appropriate members of management or appropriate legal counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.

25.	Meet at least annually with the internal audit function representative or other members of management, if needed, in separate executive sessions.

1.

Develop principles of corporate governance including, but not limited to, the establishment of a corporate Code of Ethics and conduct for all directors, officers and employees of the company and its affiliates (Code of Conduct), designed to promote honest and ethical conduct, including the ethical handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in the company’s periodic reports; and compliance with applicable governmental rules and regulations. The Code of Conduct will be submitted by the committee to the Board and the Boards of the company’s affiliates for their approval.

2.

Review and assess the adequacy of the Code of Conduct approved by the board periodically, but at least annually. The Committee will recommend any modifications to the Code of Conduct to the Board for approval. If so approved, the Company will submit the revised Code of Conduct to the Boards of its affiliates for their approval.

3.	Direct members of the Company’s senior management to report any violations of or non-compliance with the Code of Conduct to the committee.

4.	Be available to members of the Company’s senior management team to consult with and to resolve reported violations or instances of non-compliance with the Code of Conduct.

5.	Determine an appropriate response to material violations of or non-compliance with the Code of Conduct including, at the discretion of the committee, reporting any material violations of or non-compliance with the Code of Conduct to the appropriate Regulatory Body.

6.	Review and assess the adequacy of this Charter periodically as conditions dictate, but at least annually and recommend any modifications to the charter if and when appropriate to the Board for its approval.

7.	Review and assess the adequacy of the charters of any committee of the Board (Governing Documents) periodically to ensure compliance with any principles of corporate governance developed by the committee and recommend to the Board any necessary modifications to the Governing Documents.

1.

Evaluate the current composition and organization of the Board and its committees in light of requirements established by any Regulatory Body or any other applicable statute, rule or regulations which the Committee deems relevant and make recommendations regarding the foregoing to the Board for approval.

2.

Review the composition and size of the Board to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company. The mandatory retirement age of Board members, with the exception of Founding Directors, will be 80 years.

3.	Determine the criteria for selection of the Chairman of the Board, Board members and Board committee members.

4.	Evaluate the performance of current Board members proposed for reelection, and make recommendations to the Board regarding the appropriateness of members of the Board standing for reelection.

5.	Evaluate and, if deemed necessary, recommend the termination of Board membership of any director in accordance with the Code of Conduct or any corporate governance principles adopted by the Board, for cause or for other appropriate reason.

6.	Review and recommend to the Board an appropriate course of action upon the resignation of current Board members or any planned expansion of the Board.

7.	Evaluate and recommend to the Board the appointment of Board members to committees of the Board.

8.	Evaluate and approve a slate of nominees for election to the Board and review the qualification, experience and fitness for service on the Board of any potential members of the Board.

9.	Review all stockholder proposals submitted to the Company (including any proposal relating to the nomination of a member of the Board) and the timeliness of the submission thereof and recommend to the Board appropriate action on each such proposal.

1.	Directors chosen with a view to bringing to the Board a variety of experiences and backgrounds.

2.	Directors who have high level managerial experience or are accustomed to dealing with complex problems.

3.	Directors who will represent the balance, best interests of the shareholders as a whole rather than special interest groups or constituencies, while also taking into consideration the overall composition and needs of the Board.

4.	A majority of the Board’s Directors will be independent directors under the criteria for independence required by the SEC and NASDAQ.

5.	In considering possible candidates for election as an outside director, the Nominating Committee and other directors should be guided by the foregoing general guidelines and by the following criteria:

6.	Each Director should be an individual of the highest character and integrity, have experience at or demonstrated understanding of strategy/policy-setting and a reputation for working constructively with others.

7.	Each Director should have sufficient time available to devote to the affairs of the Company to carry out the responsibilities of a Director.

8.	Each Director should be free of any conflict of interest which would interfere with the proper performance of the responsibilities of a Director.

9.	The Chief Executive Officer is expected to be a Director. Other members of senior management may be considered, but Board membership is not necessary or a prerequisite to a higher management position.

1.	Resolve actual and potential conflicts of interest a Board member may have and issue to any Board member having an actual or potential conflict of interest instructions on how to conduct him or herself in matters before the Board which may pertain to the conflict.

2.	To the extent deemed necessary by the committee, engage outside counsel and/or independent consultants to review any matter under its responsibility.

3.	Take such other actions regarding the Company’s corporate governance that are in the best interest of the Company and its shareholders as the Committee will deem appropriate or as will otherwise be required by any Regulatory Body.

1.

Annually review and determine (i) the compensation, including salary, bonus, incentive, and other compensation of the Chief Executive Officer (ii) approve corporate goals and objectives relevant to compensation of the Chief Executive Officer, and (iii) evaluate performance in light of these goals and objectives, approve compensation in accordance therewith, and provide a report thereon to the Board.

2.

Annually review the amounts and terms of base salary, incentive compensation and all other forms of compensation for the Company’s Executive Officers, and report the Committee’s findings to the Board.

3.

Assess bank compensation programs including bonus and incentive plans as well as the Compensation Committee Charter for risk that may materially affect the long‐term viability of the Bank. Risk management practices should include an assessment of the internal control environment surrounding the compensation programs, ensure the review and approval process is evident, and the documentation is adequate to support the results and contains appropriate claw-back provisions.

i.

This annual risk assessment will be conducted by the Chief Risk Officer who will then provide documentation supporting his/her recommendations to the Committee.

4.

Review Executive Officer compensation in reference to Section 162(m) of the Internal Revenue Code, as it may be amended from time to time, and any other applicable laws, rules and regulations. This review may be conducted by external compensation consultants as deemed appropriate by the committee.

5.

Annually review and make recommendations to the Board with respect to incentive-based compensation plans and equity-based plans. Establish criteria for the terms of awards granted to participants under such plans. Grant awards in accordance with such criteria and exercise all authority granted to the Committee under such plans, or by the Board in connection with such plans.

6.

Recommend to the Board the compensation for Directors (including retainer, committee and committee chair fees, stock options, and other similar items, as appropriate).

7.

Evaluate the need for or any modifications to employment agreements, severance arrangements or change in control agreements and provisions, as well as any special supplemental benefits.

8.

Conduct an annual review of the Compensation Committee’s performance, and periodically assess the adequacy of its Charter and recommend changes to the Board as needed.

9.

Retain, at the expense of the Bank, compensation consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have authority to approve related fees and retention terms.

10.

Perform any other activities consistent with this Charter, the Company’s By‐laws, and governing law as the Committee or the Board deem appropriate. Delegate responsibility to subcommittees of the Committee as necessary or appropriate. Regularly report to the Board on the Committee’s activities.

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Maintain a compensation program that is equitable in a competitive marketplace.

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Provide opportunities that integrate pay with the Bank’s annual and long‐term performance.

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Encourage achievement of strategic objectives and creation of shareholder value.

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Recognize and reward individual initiative and achievements.

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Maintain an appropriate balance between base salary and incentive compensation.

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Allow the Bank to attract, retain, and motivate talented executives.

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Annual Incentives : Executive officers are eligible to participate in a cash‐based annual incentive plan as approved by the Board. The annual incentive plan will provide competitive cash incentives at the 50 th percentile of market when target performance goals are achieved. When target performance goals are exceeded, the plan will provide additional payout levels that move total cash compensation to the 75 th percentile of market.

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Long‐Term Incentives : Executive officers are eligible to participate in long‐term incentive plans as approved by the Board. The long‐term incentive plans will utilize incentive stock options or restricted stock to reward executives for the long‐term performance of the Bank. The value of any long‐term incentive grants is designed to move total compensation for the Executive officers to the 50 th percentile of market when performance expectations are met and to the 75 th percentile of market when performance expectations are exceeded.

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Executive Benefits : Executive officers are eligible to participate in all welfare and benefit programs offered to employees. In addition, executives are eligible for non‐qualified deferred compensation and may be eligible for a bank provided automobile or automobile reimbursement, club memberships and any other executive perquisite as approved by the Board.