CWB-Management Proxy Circular-2023-EN



Effective March 15, 2013, we established the Supplemental Retirement Plan for certain of our executive management. The purpose of the Supplemental Retirement Plan is to provide benefits to Participants in excess of the maximums allowed under the Group RRSP due to a Participant reaching the annual RRSP contribution limit prescribed by the Income Tax Act . In addition, lump sum contributions to the Supplemental Retirement Plan are permitted to facilitate recruitment of senior executives. Under the Supplemental Retirement Plan, we establish a notional account for each Participant and record it as a liability on our balance sheet. Each month, the account is credited with monthly contributions for the Participant equal to the excess of (i) the total retirement contribution to which they are entitled over (ii) permitted contributions to the Group RRSP. Amounts credited to the Participant's account earn investment income each month during employment and after retirement in accordance with our policies at the same rate offered to employees in the Group RRSP on a five-year GIC (being CWB ’s offered rate plus 1.5%). Monthly contributions and investment income vest immediately upon being credited to the Participant's account. Upon termination of employment, amounts in the Participant's account must be paid to the Participant over a period not exceeding ten years. Balances in the Participant's account continue to accrue investment income until the balance in the account is reduced to nil. The Supplemental Retirement Plan provides, in the case of the Participant ’s death, for continued payments or accelerated payments to the Participant's spouse, or a lump sum payment to the Participant's estate. The Supplemental Retirement Plan also allows for a deferral of payment until a Participant reaches 65 years of age where the Participant's employment ends before the Participant reaches 65 years of age, provided that the Participant is at least 50 years of age at the date of termination and has accumulated a balance in the Supplemental Retirement Plan of at least $50,000. All Supplemental Retirement Plan accounts and all amounts allocated to them pursuant to the terms of the Supplemental Retirement Plan are notional only. That is, they are solely a measure of our obligation to make payments to the Participant at the times and in the amounts contemplated in the Supplemental Retirement Plan. The Supplemental Retirement Plan does not guarantee any return on notional contributions to a Supplemental Retirement Plan account.

Under the terms of Mr. Fowler’s employment agreement, we contribut e to his Supplemental Retirement Plan account equal to the excess of (a) over (b), where:

(a) = 15% of Mr. Fowler's base salary paid in the month; and

(b)= our contribution to the Group RRSP made on Mr. Fowler's behalf for the month, pro-rated for partial months.

Under the terms of Mr. Murphy’s employmen t agreement, we contribute 10% of his base salary to the Supplemental Retirement Plan in lieu of contributions to the Group RRSP.


Supplemental Retirement Plan Account at Start of Year ($)

CWB Contributions during the Year ($)

Interest Accrued during the Year ($)

Supplemental Retirement Plan Value at Year End ($)

Christopher H. Fowler President and CEO





R. Matthew Rudd CFO





Stephen H.E. Murphy Group Head, CPW Carolyn J. Graham SEVP M. Carolina Parra (1) CRO













(1) Under the terms of Ms. Parra’s employment agreement, a one -time contribution of $250,000 was made to her Supplemental Retirement Plan account.


The following table summarizes the estimated contractual incremental payments that would be received by each NEO in each circumstance where the NEO ceases to be employed by us. The amounts shown in the table below are calculated based on positions as at October 31, 2022 and, therefore, do not include compensation changes or stock options, RSUs and PSUs granted subsequent to the fiscal 2022 year end. The assumptions underlying the calculations in the following table include: • For the calculation of the cash severance benefit, the base salary level of the executive as at October 31, 2021 and 2022 was used, as well as the annual incentive amounts earned for the 2021 and 2022 fiscal years. • Amounts received upon acceleration of the stock option and RSU awards vesting dates are based on the October 31, 2022 closing price on the TSX of $23.70 per common share. For stock options, the value is calculated based on the difference between $23.70 and the exercise price of the stock option multiplied by the number of qualifying stock options. For PSUs, the value is calculated by multiplying the number of PSUs by $23.70, assuming a 100% performance multiplier. The actual amount that a NEO could receive in the future as a result of a termination of employment could differ materially from the amounts set forth below as a result of, among other things, changes in CWB ’ s share price, changes in the executive ’ s base salary, the timing of the termination event, changes in STIP amounts, and the vesting and grants of additional equity awards. The following table includes only contractually agreed to severance amounts. Where no contractual provision for severance exists, common law entitlements arising in the event of termination of employment without cause may apply.

65 | Canadian Western Bank- Management Proxy Circular

Powered by