Additional Compensation Disclosure
COMPENSATION OF SENIOR MANAGERS AND OTHER MATERIAL RISK TAKERS The following information on compensation relates to employees who may have a material impact on our risk exposure and is disclosed in conformity with the Basel II, Pillar 3 and Implementation Standard of the FSB Principles and Standards disclosure requirements for remuneration. Under these requirements, senior managers and other employees whose actions could have a material impact on our risk exposure should have a significant portion of variable compensation deferred over a period of years. The purpose of the deferral is to ensure that these individuals are incentivized in a manner that is consistent with our long-term performance and sustainability. The Risk Committee completes a detailed annual review to identify senior managers and other employees who, based on their roles, may have a material impact on our risk exposure. These employees are designated each year by management as Senior Managers and Other Material Risk Takers, based upon a review of the roles and responsibility of each individual. For these purposes, CWB defines “Senior Managers” to include the Executive Committee . “Other Material Risk Takers” include Senior Vice Presidents of CWB and other individuals occupying key roles at CWB Financial Group.
COMPENSATION AWARDED TOTAL DIRECT COMPENSATION AWARDED IN FISCAL 2022 AND 2021
2022
2021
Other Material Risk Takers
Other Material Risk Takers
Senior Managers
Senior Managers
Number of Employees
11
27
8
19
Fixed Compensation
Cash ($)
3,752,708
4,459,233
2,937,913
4,496,310
Variable Compensation (1)
Cash ($) (2)
2,406,400
2,088,110
2,827,400
2,679,185
-
-
Share and Share-Linked Instruments ($)
-
-
Share and Share-Linked Instruments (deferred) (3) ($)
4,255,895
4,012,977
3,098,520
2,844,423
Total Variable Compensation ($)
6,662,295
6,101,087
5,925,920
5,523,608
Total Direct Compensation ($)
10,415,003
10,560,320
8,863,833
10,019,918
(1) All Senior Managers received variable compensation awards of shares and share-based awards. (2) This amount includes the total STIP award for each individual, which is prorated to the period of time such individual held their position as a material risk taker or senior manager. (3) Deferred compensation includes stock options, RSUs, and PSUs.
SPECIAL COMPENSATION TOTAL SPECIAL COMPENSATION AWARDED IN FISCAL 2022 AND 2021
2022
2021
Senior Managers
Other Material Risk Takers
Senior Managers
Other Material Risk Takers
Number of Employees
Number of Employees
Number of Employees
Number of Employees
Amount ($)
Amount ($)
Amount ($)
Amount ($)
Sign-on Awards (1)
1
1,300,000
2
1,325,000
-
-
-
-
Guaranteed Awards (2)
-
-
-
-
-
-
-
-
Severance (3)
2
2,620,400
-
-
1
661,000
-
-
(1) Sign-on Awards include any one-time cash, deferred compensation awards, and contributions to the Supplemental Retirement Plan for hiring purposes. Payouts in connection with Sign-on Awards may be made in whole or in part in the year of grant or may be paid in subsequent fiscal years. (2) Guaranteed Awards include all guaranteed incentive awards granted in fiscal 2022 and 2021, including any cash or deferred compensation awards. No individuals were eligible for guaranteed awards in 2021 or 2022. Guaranteed Awards, if applicable, are included in the variable compensation paid in the tabl e entitled “Compensation Awarded” for Senior Managers. (3) Severance includes all payments made due to termination of employment.
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