CWB-Management Proxy Circular-2023-EN

CHRISTOPHER H. FOWLER, President and Chief Executive Officer

Mr. Fowler has served as our President and Chief Executive Officer since March 2013.

He is responsible for CWB Financial Group’s overall leadership and direction, as well as for defining, communicating, and imp lementing our strategic direction. He is accountable to the Board for the development and successful execution of our strategy, the oversight of capital and risk management, and our overall financial performance. Mr. Fowler joined CWB in 1991, and has spent over 34 years in the banking industry. Mr. Fowler received a Bachelor of Arts (Economics) and a Master of Arts (Economics) from the University of British Columbia. In 2022, Mr. Fowler was inducted into the Junior Achievement Northern Alberta Business Hall of Fame.


Mr. Fowler’s compensation is determined in accordance with his employment agreement, the key terms of which are set out below :

Compensation Element

Key Terms

Base Salary

• $820,000 for the 2022 calendar year.

• Annual cash incentive based on financial and operational performance and on strategic initiatives and leadership goals with measurements and weightings set annually. • Target incentive equal to 100% of base salary (level of incentive where performance meets expectations). • No minimum incentive; maximum incentive equal to 150% of base salary. • HR Committee determines the amount of the LTIP award each fiscal year after considering metrics related to financial and operational results, macroeconomic conditions, and the retentive value of the LTIP. • For fiscal 2022, target award is equal to 145% of base salary. No minimum award. • For fiscal 2022, LTIP awards were comprised of PSUs (75%) and stock options (25%). All PSUs and stock options vest in accordance with CWB’s PSU Plan and SIP, respectively. • CWB makes a notional contribution to Mr. Fowler’s account under the Supplemental Retirement Plan equal to 15% of base salary less any CWB contributions made on Mr. Fowler’s behalf to the Group RRSP. Details of the Supplemental Retirement Plan can be found on page 65.

Short-Term Incentive

Long-Term Incentive

Retirement Plan

Termination of Employment Without Cause

• A lump sum settlement amount equal to two times the average of Mr. Fowler’s two most recent years of compensation immediately prior to termination, where compensation is defined as base salary and short-term incentive.

• Payment equal to that described immediately above under “Termination of Employment Without Cause” should there be a change of control and Mr. Fowler’s position is substantially changed or eliminated and Mr. Fowler leaves the employ of CWB within 18 months of such event. • Mr. Fowler is precluded from being involved with a competitor of CWB Financial Group in any of British Columbia, Alberta, Ontario, Saskatchewan or Manitoba for 18 months from the date that he ceases to be employed by CWB. • Mr. Fowler is required to hold minimum shareholdings, as set out in CWB’s executive share ownership guidelines, for a period of six months after his departure, and to hold one-half of his minimum shareholdings for a further six months, should he (a) retire, or (b) unilaterally resign for a reason other than a change of control where his position is eliminated or substantially changed or as required under CWB’s Majority Voting Policy.

Change of Control


Equity Requirement


CWB Strategic Objective Initiative/Performance

• Successfully onboarded three new internal Executive Committee members to accommodate three retirements, and produced a structure change to increase business representation and support CEO succession planning. • Continued to make proactive and targeted investments in development and learning initiatives, recruitment programs and previously announced compensation adjustments to further support our culture and drive continued strong team member retention through a period of elevated competition for talent. • Launched three new ERGs focused on supporting working parents/caregivers, early career professionals and Latin American cultures. Approximately one-third of our employees actively participate in at least one of our 11 unique ERGs that support inclusion, diversity and mental health within our team. • Supported employee engagement , with CWB named as one of this year’s top 20 Best Workplaces TM in Canada and one of the Best Workplaces TM for Hybrid Work, by Great Place to Work Canada®.

Best for People

53 | Canadian Western Bank- Management Proxy Circular

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