CWB-Management Proxy Circular-2023-EN


Total compensation for CWB executives includes the following elements:

1. 2. 3.

Base Salary

Short-Term Incentive Long-Term Incentive - Stock Options - PSUs - RSUs (1) Benefits and Perquisites


A summary of the different compensation elements follows:




Performance Period

Pay at Risk Profile

Direct Compensation

Compensates executives for the leadership and specific skills needed to fulfil their responsibilities Rewards executives for creating shareholder value and achieving specific short-term performance objectives


Base Salary


1 year

Not at risk

Short-Term Incentive


1 year

At risk

Links the executives’ and shareholders’ interests by


RSUs (2) PSUs (3) Stock Options (4)

rewarding executives for share price appreciation, relative TSR, achieving certain financial results, and achieving strategic initiatives

Long-Term Incentive

3-7 years

At risk

Indirect Compensation

Invests in employee health and well-being, and provides funding for income at retirement

Group RRSP, Supplemental Retirement Plan, and ESPP

Retirement Benefits, ESPP, Group Benefits, and Perquisites


Not at risk

(1) As of fiscal 2021, RSUs were generally no longer granted to NEOs as part of total executive compensation, except for special recruitment/retention purposes. See page 50 for further information. (2) Vest and pay out in cash rateably as of each of the first, second and third anniversaries of the grant date. (3) Vest and pay out in cash as of the third anniversary of the grant date. (4) Vest on and exercisable from the third anniversary of the grant date. Outstanding stock options expire on the seventh anniversary of the grant date.

The following section provides a further description of each of the elements of compensation.


Base salary is used to provide a level of income certainty, and to attract and retain employees. Base salary reflects market competitiveness, individual performance, tenure, and internal equity. We generally increase base salary annually within a range provided to all our employees. Additional increases beyond this percentage may be made to reflect additional responsibilities assumed by the executive, to reflect the executive’s expanded oversight responsibilities associated with business growth, or to bring an executive's base salary within the median range of the comparator market compensation data.

Canadian Western Bank- Management Proxy Circular | 42

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