CWB-Management Proxy Circular-2023-EN

M. CAROLINA PARRA, Chief Risk Officer

Ms. Parra was appointed as CWB’s C hief Risk Officer in November 2021. As CRO, Ms. Parra is responsible for CWB’s risk management functions encompassing credit, market, capital, enterprise operational, cyber, technology and climate. She serves as the executive sponsor for one of CWB’s ERGs, CWB Noble. Ms. Parra joined CWB Financial Group with an extensive background in commercial credit and corporate banking, and experience managing financial and non-financial risk in times of rapid growth, acquisition and regulatory complexity in Canada and abroad. Prior to joining CWB, Ms. Parra served in various roles at one of the Largest Canadian Banks, where she most recently was Vice President, AML & Internal Control, International Banking. Ms. Parra received a Bachelor of Industrial Engineering from Universidad Javeriana and a Master of Business Administration from Schulich School of Business at York University.

2022 Performance Highlights

• Implemented new organizational structure across Group Risk Management, positioning functions and teams to enhance efficiency, aligning technical and leadership expertise. • Drove progress in maturing and enhancing the non-financial risk capabilities across all lines of defence. Optimized process methodologies and expanded scope of Non- Financial Risk Committee. • Successfully progressed third party risk management program and enhanced cyber and technology risk frameworks and governance. • Assumed oversight of AIRB program and actively involved to ensure continued progress towards AIRB approval. • 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 (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) Ms. Parra’s employment agreement provides for an ownership requirement equal to 2 times her base salary by the 5 th anniversary of her start date, November 15, 2021. As at October 31, 2022, Ms. Parra did not have an ownership requirement. Effective November 15, 2022 Ms. Parra’s ownership requirement is equal to 0. 25 times her base salary.

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.

59 | Canadian Western Bank- Management Proxy Circular

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