DEFERRED SHARE UNIT PLAN
The DSU Plan promotes a greater alignment of long-term interests between our directors and shareholders by linking a portion of annual director compensation to the future value of CWB common shares.
DSUs are issued after each quarter in arrears. DSUs are fully vested when issued and are counted as common shares (on a one-for-one basis) for determining whether a director has met the minimum director equity requirement.
DSUs are only redeemable once a director ceases to serve as a director and are paid out in cash within 15 days of the redemption date(s) chosen by the former director, not later than December 14 of the calendar year, following the year in which they cease to be a director. The value of a DSU at the time of grant and at the time of redemption is equal to the average daily volume weighted trading price of a CWB common share on the applicable date and the four consecutive trading days immediately prior to that date. DSUs earn notional dividends at the same rate that dividends are paid on CWB's common shares. Notional DSU dividends are reinvested in additional DSUs. Effective May 1, 2023, each director receives a minimum of $95,000 of their annual director retainer in the form of DSUs (representing an increase from $80,000). The Chair of the Board receives a minimum of $182,500 of their annual Chair of the Board retainer in the form of DSUs (representing an increase from $80,000). Directors, including the Chair of the Board may elect to receive all or part of any cash remuneration, including LAP Chair and meeting fees, in the form of DSUs.
Fiscal 2023
Market or payout value of all vested DSUs not paid out or distributed (2) ($)
Market value (2) ($)
Number of DSUs vested for Fiscal 2023 (1)
Total DSUs held as of October 31, 2023
Andrew J. Bibby
4,355
119,675
25,118
690,243
Marie Y. Delorme
7,417
203,819
14,914
409,837
Maria Filippelli
8,210
225,611
19,543
537,042
Linda M.O. Hohol
4,505
123,797
28,139
773,260
Robert A. Manning (3)
5,494
150,975
46,157
1,268,394
E. Gay Mitchell
4,110
112,943
19,233
528,523
Sarah A. Morgan-Silvester
8,875
243,885
41,791
1,148,417
Margaret J. Mulligan
9,202
252,871
39,724
1,091,616
Irfhan A. Rawji
7,417
203,819
14,914
409,837
Ian M. Reid
5,890
161,857
43,141
1,185,515
(1) DSUs are issued after each quarter in arrears. (2) DSUs are valued based on $27.48, the closing price of CWB common shares on the TSX on October 31, 2023. (3) Mr. Manning retired from the Board on April 6, 2023.
DIRECTOR TOTAL COMPENSATION
For the fiscal year ended October 31, 2023, independent directors earned a total of $2,126,817 in retainers and fees. Below are the amounts, before withholdings, earned by the independent directors during fiscal 2023 for membership on the Board and its committees:
Director Fees (1) ($)
In DSUs (2)
In Cash
All Other Compensation ($)
Total Compensation ($)
Andrew J. Bibby
124,100
87,500
-
211,600
Marie Y. Delorme
7,500
175,000
-
182,500
Maria Filippelli
6,450
205,417
-
211,867
Linda M.O. Hohol
125,650
87,500
-
213,150
Robert A. Manning (3)
37,500
50,000
-
87,500
E. Gay Mitchell
135,500
87,500
-
223,000
Sarah A. Morgan-Silvester
188,050
178,750
-
366,800
Margaret J. Mulligan
8,250
190,000
-
198,250
Irfhan A. Rawji
27,750
175,000
-
202,750
Ian M. Reid
129,400
100,000
-
229,400
Total
790,150
1,336,667
2,126,817
(1) Includes each individual’s director or Chair of the Board retainer, Committee Chair retainers, additional retainer for servin g on both the Audit and Risk Committees, and LAP fees, as applicable. (2) Prior to May 1, 2023, each director was required to receive a minimum of $80,000 of their annual director retainer in the form of DSUs. Effective May 1, 2023 this amount increased to $95,000 for directors and $182,500 for the Chair of the Board. (3) Mr. Manning retired from the Board effective April 6, 2023.
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