CWB-Management Proxy Circular-2023-EN

NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY COMPENSATION TABLE

The aggregate compensation paid or payable by CWB to the President and CEO, CFO, and the next three most highly compensated executive officers of CWB in fiscal 2022 follows:

Non-Equity Incentive Plan Compensation Annual Incentive Plans ($)

Share-Based Awards (1) ($)

Stock Option- Based Awards (2) ($)

Pension Value ($)

All Other Compensation (3) ($)

Total Compensation ($)

Salary ($)

Year

2022

815,000

870,000

290,000

689,300

-

202,805

2,867,105

Christopher H. Fowler President and CEO

2021

800,000

870,000

290,000

985,000

-

179,396

3,124,396

2020

796,183

870,000

290,000

607,200

-

180,101

2,743,484

2022

351,250

243,750

81,250

229,700

-

37,788

943,738

R. Matthew Rudd CFO

2021

316,166

207,188

69,063

260,600

-

30,733

883,750

2020

288,170

128,313

42,711

110,000

-

28,710

597,904

2022

457,375

336,675

112,225

309,500

-

96,035

1,311,810

Stephen H.E. Murphy Group Head, CPW

2021

448,900

336,675

112,225

444,000

-

81,516

1,423,316

2020

442,101

336,675

112,225

272,500

-

82,163

1,245,664

2022

378,675

278,775

92,925

237,400

-

51,553

1,039,328

Carolyn J. Graham SEVP

2021

371,700

278,775

92,925

349,400

-

49,291

1,142,091

2020

368,750

278,775

92,925

211,400

-

49,661

1,001,511

2022

346,438

570,000

290,000

232,400

-

851,512

2,290,350

M. Carolina Parra CRO

2021

-

-

-

-

-

-

-

2020 - (1) Share-based awards for 2020 are comprised of RSUs and PSUs, and for 2021 and 2022 are comprised of PSUs only, with the exception of Ms. Parra, who received a one-time RSU award as per her employment agreement. The grant price of each RSU and PSU is the weighted average price of a CWB common share on the date on which the RSU or PSU was granted and the four trading days preceding the grant date. Details on the RSUs and PSUs granted to the NEOs during the last three fiscal years follow: Fiscal Year Grant Date RSUs Granted RSU Value at Grant 2020 08-Jun-2020 27,272 $25.561 2021 N/A N/A N/A 2022 13-Dec-2021 8,101 $37.033 Fiscal Year Grant Date PSUs Granted PSU Value at Grant 2020 13-Dec-2019 38,248 $31.927 2021 14-Dec-2020 72,864 $29.067 2022 13-Dec-2021 53,985 $37.033 (2) A binomial stock option pricing method is used to estimate the value of stock options at the grant date. Details on the stock options granted to the NEOs during the last three fiscal years as well as the inputs used to value the stock options granted follow: Fiscal Year 2022 Fiscal Year 2021 Fiscal Year 2020 Grant date 13-Dec-2021 14-Dec-2020 13-Dec-2019 Stock Options granted 122,808 120,287 127,632 Stock Option value $7.055 $5.869 $5.010 Valuation inputs Exercise price $37.033 $29.067 $31.927 Expected life (years) 5 5 5 Stock price volatility 33.7209% 35.07% 27.76% Dividend yield 3.34% 3.97% 3.67% Risk-free interest rate 1.2420% 0.447% 1.593% The risk-free interest rate is based on the Government of Canada Yield Curve over the expected life of the stock options as at the stock option grant date. (3) “All Other Compensation” includes CWB's contribution to the ESPP and Group RRSP, the value of notional contributions to the Supplemental Retirement Plan, the value of one-time signing bonuses, and certain other immaterial amounts. It does not include perquisites or other personal benefits provided to the NEO that are generally available to all employees, or that do not exceed the lesser of $50,000 or 10% of the total salary for any of the NEOs. - - - - - -

Canadian Western Bank- Management Proxy Circular | 60

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