CWB-Management Proxy Circular-2023-EN

R. MATTHEW RUDD, Chief Financial Officer

Mr. Rudd was appointed as CWB’s C hief Financial Officer in December 2020, and previously served as CWB’s Senior Vice President, Finance and Investor Relations, and Chief Accountant. As CFO, Mr. Rudd is responsible for financial and capital supply management for CWB Financial Group, and also oversees Treasury, Strategy, Corporate Development, Investor Relations, and Sustainability. Mr. Rudd serves as chair of CWB’s Asset Liability Committee. Mr. Rudd has been with CWB Financial Group since 2018. Prior to joining CWB, he served as the CFO of a Canadian public company. Mr. Rudd received a Bachelor of Commerce from the University of Alberta and holds a CPA, CA designation from the Chartered Professional Accountants of Alberta.

2022 Performance Highlights

• Held our first investor day since 2017 which provided an in-depth review of CWB's focused strategic plan and priorities, growth opportunities, the resilience provided by our prudent risk management practices, and how this will support our financial outlook while we continue to make progress towards a successful transition to the AIRB approach for capital management. • Expanded the roll out of our funds transfer pricing methodology to more accurately measure the profitability of the lending and deposit gathering activities. • Drove our investment commitment to participate in a venture capital fund managed by a global fintech-focused investor that invests in, and partners with, some of the world’s most innovative financial technology companies. Participation in this fund will provide actionable insights from exposure to emerging trends and partnership opportunities to further elevate our digital client experience and product offering. • Advanced development of CWB’s ESG strategy and published our inaugural Sustaina bility Report in March 2022. Supported the improvement and maintenance of ESG ratings against increasing market expectations and peer performance. • 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®.

Compensation Over Time (1)

Total Direct Compensation ($)

2022 Actual Compensation Mix

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award.

Share Ownership (1)

Total Value of Common Shares/RSUs/PSUs ($)

Minimum Value Under Guidelines ($)

Total Value of Common Shares

Total Value of RSUs (2) ($)

Total Value of PSUs (3) ($)

Required Multiple of Base Salary (4)

Meets Guidelines

Actual Multiple








(1) Share ownership data is disclosed as at October 31, 2022. (2) RSUs are valued based on $23.70, the closing price of CWB common shares on the TSX on October 31, 2022. (3) Total Value of PSUs includes the PSUs granted in fiscal 2020 and vested on October 31, 2022, and are valued using a 100% performance multiplier applied to $23.70, the closing price of CWB common shares on the TSX on October 31, 2022, for the purposes of determining compliance with minimum share ownership requirements. (4) Mr. Rudd’s employment agreement provides for an ownership requirement equal to 1.65 times his base salary on October 31, 2022. Effective December 10, 2023, Mr. Rudd’s ownership requirement is equal to 2 times is base salar y.

Other Equity Holdings – Stock Options (1)




In-the-Money Value ($)


In-the-Money Value ($)

Total ($)






(1) Stock option data is disclosed as at October 31, 2022.

Canadian Western Bank- Management Proxy Circular | 56

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