8-K: Community West Bancshares Announces Board Retirement, New Lead Director

Community West Bancshares announced the retirement of board member Suzanne M. Chadwick and the appointment of Andriana D. Majarian as Lead Independent Director.

Summary

• Suzanne M. Chadwick will retire from the Boards of Directors of Community West Bancshares and Community West Bank, effective March 31, 2026.
• Ms. Chadwick joined the Boards on April 1, 2024, following a transformative merger, and previously served as a director of the acquired institution since August 2020.
• Andriana D. Majarian has been appointed Lead Independent Director for both the Company and the Bank, effective January 21, 2026.
• Ms. Majarian succeeds Daniel N. Cunningham in the Lead Independent Director role.
• Ms. Majarian has served on the Company's and Bank's Boards since December 1, 2020, bringing expertise in technology, cybersecurity, mergers and acquisitions, and customer success.

Sentiment

Score: 7

Explanation: The filing announces routine board changes, including a retirement and a new Lead Independent Director. The new appointment brings valuable expertise in technology and M&A, which is positive for strategic growth. The tone is positive regarding both individuals' contributions, indicating a smooth transition without any negative implications.

Positives

• Andriana D. Majarian's appointment as Lead Independent Director brings strategic insight into mergers and acquisitions, operational discipline, collaborative leadership, and expertise in technology and cybersecurity, which are central to the Bank's strategic growth.
• Ms. Majarian completed New York University's Cyber Scholar Program in 2025, strengthening board-level cybersecurity governance.
• Suzanne M. Chadwick's contributions during the merger integration were instrumental, expanding the company's footprint by adding seven Banking Centers and welcoming new team members across California's Central Coast.
• Ms. Chadwick brought over 40 years of banking experience, strong financial services, relationship-management expertise, and extensive knowledge of the Central Coast region to the Board.

Future Outlook

The appointment of Andriana D. Majarian as Lead Independent Director is expected to strengthen the Board and support the Company's long-term success, particularly through her expertise in technology, cybersecurity, and mergers and acquisitions, which are central to the Bank's strategic growth.

Management Comments

• "Sues unwavering commitment to community, her relationship-driven approach, her business insight, and her leadership have been deeply valued by our entire Board." Daniel J. Doyle, Chairman of the Board, on Suzanne M. Chadwick.
• "Her collaborative spirit, attention to detail, and financial acumen contributed significantly to the Boards work." Daniel J. Doyle, Chairman of the Board, on Suzanne M. Chadwick.
• "Sues service to our Board reflected caring leadership, client-centric decisioning, and a deep commitment to community banking." James J. Kim, CEO of the Company and President and CEO of the Bank, on Suzanne M. Chadwick.
• "Andriana brings a combination of strategic insight into mergers and acquisitions, operational discipline, and collaborative leadership to our Board." James J. Kim, CEO of the Company and President and CEO of the Bank, on Andriana D. Majarian.
• "Her experience spans technology, organizational growth, and corporate governance, and she consistently demonstrates a values-driven approach that aligns closely with our mission and long-term strategy." James J. Kim, CEO of the Company and President and CEO of the Bank, on Andriana D. Majarian.
• "Andrianas background in agribusiness, technology-enabled solutions, and organizational leadership brings an exceptional perspective to our Board." Daniel J. Doyle, Chairman of the Board, on Andriana D. Majarian.
• "She understands the importance of strong governance while deeply valuing our role as a true community bank. Her leadership, judgment, and collaborative approach will continue to strengthen our Board and support the Companys long-term success." Daniel J. Doyle, Chairman of the Board, on Andriana D. Majarian.

Industry Context

These board changes reflect a common practice in the banking industry of refreshing board composition and leadership. The appointment of a Lead Independent Director with strong technology and cybersecurity expertise, like Ms. Majarian, aligns with the increasing importance of digital transformation and risk management in financial services, especially for community banks expanding their footprint and services. The retirement of a long-serving member like Ms. Chadwick, who was instrumental in merger integration, is a natural part of board evolution following significant corporate events.

Comparison to Industry Standards

• The appointment of a Lead Independent Director is a standard corporate governance practice, particularly for companies with a combined CEO/Chairman role, enhancing independent oversight.
• Ms. Majarian's background in agricultural technology and cybersecurity aligns with the growing industry trend of financial institutions seeking directors with expertise in digital innovation, data security, and specialized lending sectors like agribusiness.
• The transition of board members following a "transformative merger" is typical, allowing for the integration of new perspectives while also seeing the departure of those who guided the initial integration phase.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The appointment of a Lead Independent Director with strong technology and M&A expertise could be viewed positively, potentially enhancing strategic direction and oversight, which may contribute to long-term shareholder value. The retirement of a key board member involved in a recent merger is a natural transition.
• Employees: The filing emphasizes the retiring director's commitment to the welfare of employees during the merger integration, suggesting a continued focus on employee well-being. The new director's operational discipline may also impact internal processes.
• Customers: The retiring director's focus on community banking and client-centric decision-making, along with the new director's expertise in customer success, suggests a continued commitment to client service and community engagement.
• Communities: The company's mission to help businesses and communities, and the retiring director's extensive knowledge of the Central Coast region, indicate a continued focus on local community support.

Next Steps

• Suzanne M. Chadwick's retirement will become effective on March 31, 2026.

Key Dates

Recommendation

The filing details routine corporate governance changes, specifically a board member's retirement and the appointment of a new Lead Independent Director. While the new director brings valuable expertise in technology and M&A, these changes are generally expected and do not present new financial data or strategic shifts that would significantly alter the company's immediate outlook or valuation. Therefore, a "hold" recommendation is appropriate as the news is neutral to slightly positive but not impactful enough to warrant a "buy" or "sell" action based solely on this filing.

Keywords

Community West Bancshares, CWBC, Community West Bank, Board of Directors, Lead Independent Director, Suzanne M. Chadwick, Andriana D. Majarian, retirement, appointment, corporate governance, banking, financial services, Central California, mergers and acquisitions, technology, cybersecurity