CWB-Management Proxy Circular-2023-EN

CAROLYN J. GRAHAM, Senior Executive Vice President

Ms. Graham was appointed CWB’s Senior Executive Vice President, Risk Management, in April 2022, and served in the role until her retirement on October 31, 2022. As SEVP, Ms. Graham’s responsibilities included overseeing CWB’s transition to the AIRB approach for capital and risk management, and leading CWB’s legal, compliance and investigations team s. Ms. Graham has been with CWB Financial Group since 2000, and has served in various roles including as CWB’s CRO and CFO . Ms. Graham received a Bachelor of Commerce (with distinction) from the University of Alberta. She also holds a FCPA, FCA designation from the Chartered Professional Accountants of Alberta, and an ICD.D designation from the ICD.

2022 Performance Highlights

• Supported onboarding of the new CRO, facilitated integration and reporting transition for various roles at the SVP level, and was actively involved in the recruitment for the general counsel role. • Instrumental in our continued progress towards AIRB approval, including providing active support in the development and implementation of AIRB models, as well as providing overviews of our new model development process to the Board. • 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. (2) Base salary is granted for each calendar year. The amounts shown in the chart above reflect the amount of base salary earned during a fiscal year.

Share Ownership (1)

Total Value of Common Shares ($)

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

Minimum Value Under Guidelines ($)

Total Value of RSUs (2) ($)

Total Value of PSUs (3) ($)

Required Multiple of Base Salary

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.

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.

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