DEF 14A of Westamerica Bancorporation, Mar 14, 2025

DEF 14A of Westamerica Bancorporation

Filed Mar 14, 2025 · FY20240001174947-25-000333

Open on EDGAR

  1. Items of Business

    | 3. | Approve the 2025 Omnibus Equity Incentive Plan; |

  2. Board of Directors

    Board of Directors The Board has nominated eight candidates for election as Directors at the Annual Meeting to hold office until the next Annual Meeting or until their successors are elected and qualified. The proxies will vote for the eight nominees named below unless you give different voting instructions on your Proxy Card. Each nominee is presently a Director of the Company and has consented to serve a new term. The Board does not anticipate that any of the nominees will be unavailable to serve as a Director, but if that should occur before the Annual Meeting, the Board reserves the right to substitute another person as nominee or reduce the number of directors to be elected. The proxies will vote for any substitute nominated by the Board of Directors. The proxies may use their discretion to cumulate votes for election of Directors and cast all of such votes for any one or more of the nominees, to the exclusion of the others, and in such order of preference as they may determine at their discretion.

  3. Board of Directors and Committees

    | Name(1) | Fees Earned Paid in Cash ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(2) ($) | Total ($) | | Alisa Belew | 42,400 | — | 42,400 | | E. Joseph Bowler | 43,000 | — | 43,000 | | Martin Camsey(3) | 34,567 | — | 34,567 | | Melanie Martella Chiesa | 46,050 | — | 46,050 | | Michele Hassid | 46,650 | — | 46,650 | | Edward B. Sylvester | 51,300 | — | 51,300 | | Inez Wondeh | 40,000 | — | 40,000 |

  4. Board of Directors and Committees

    | ● | incentive compensation (annual non-equity cash incentives and long-term stock grants) is based on measurement of performance against pre-established objective measurable goals. Specific criteria for each objective are established for “threshold,” “target,” and “outstanding” performance. On any one measure, performance below “threshold” results in no credit for that objective. “Threshold” performance results in 75% achievement, “target” performance results in 100% achievement, and “outstanding” performance results in 150% achievement. The performance achievement level determines the size of incentive compensation awards. |

  5. Board of Directors and Committees

    | ● | long-term incentive stock grants will be awarded to senior management if the corporate performance level is rated “threshold” or better. The purpose of long-term incentive grants is to: |

  6. Board of Directors and Committees

    | – | motivate senior management to focus on long-term performance; |

  7. Board of Directors and Committees

    In February 2013, the Board of Directors adopted a clawback policy that requires executive officers to forfeit previously awarded incentive compensation if the incentives were based on materially inaccurate financial statements or other performance measures that are later proven to be materially inaccurate or the achievement of which were due to fraud or other misconduct. The Company’s 2019 Westamerica Omnibus Plan includes a clawback provision with similar terms. In October 2023, the clawback policy was revised to comply with new NASDAQ listing standards. Establishing Incentive Levels, Determining Objectives and Measuring Performance. In administering the executive compensation program, the Compensation Committee determines “target” incentives for each position annually. The Compensation Committee exercises discretion in establishing “target” incentives in an effort to provide competitive pay practices while motivating and rewarding performance that benefits the Company’s long-term financial performance and shareholder interests, and avoids excessive risk-taking. At the beginning of each calendar year, the Compensation Committee establishes annual corporate performance objectives. In establishing corporate performance objectives, the Compensation Committee takes into consideration the current operating environment for the commercial banking industry as well as internal management policies and practices which would, in the Compensation Committee’s opinion, benefit the long-term interests of the Company and its shareholders. Corporate performance measures include risk management elements considered to be responsive to the impact that current operating conditions could have on the long-term performance of the Company. The Compensation Committee monitors the economy and the banking industry’s operating environment throughout the ensuing year, and may exercise discretion in adjusting corporate performance objectives during the year. The operating environment for the commercial banking industry is impacted by a myriad of factors including, but not limited to, local, national and global economic conditions, interest rate levels and trends, monetary policies of the Federal Reserve Board and its counterparts in other countries, fiscal policies of the United States government and other global political conditions, regulations and legislation, liquidity in capital markets, the demand for capital by commercial enterprises and consumers, new financial products, competitive response to changing conditions within the industry, trade balances, the changing values of real estate, currencies, commodities and other assets, and other factors. Management policies and practices the Board considers in establishing corporate performance objectives include, but are not limited to, management of the Company’s balance sheet and product pricing in a manner which will benefit the long-term financial interests of shareholders, the type and variety of financial products and services offered by the Company, adherence to internal controls, management of the credit risk of the Company’s loan and bond portfolios, management of liquidity to meet depository customer needs, the results of internal, regulatory and external audits, service quality delivered to the Company’s customers, service quality of “back office” support departments provided to those offices and departments directly delivering products and services to the Company’s customers, maintenance of operating policies and procedures which remain appropriate for risk management in a dynamic environment, timely and efficient integration of any acquired companies, operational efficiencies, and capital management practices. Restricted performance shares (“RPS”) are restricted stock unit awards that vest upon the achievement of performance objectives established by the Compensation Committee. Historically, the Company has granted RPS awards to its executives with a three-year vesting period and vesting conditions based on performance factors including the Company’s three year cumulative diluted earnings per share (EPS), three year average of annual return on average total assets (ROA); three year average of annual return on average shareholders’ equity relative to industry average ROE (ROE differential); non-performing assets to total assets (NPA); and the efficiency ratio over three years. In addition to establishing corporate performance objectives, the Compensation Committee also establishes individual goals for the CEO. In regard to the other executives named in the accompanying tables, the CEO recommends divisional and individual performance objectives to the Compensation Committee, which considers, discusses, adjusts as necessary, and adopts such performance objectives. Upon the closure of each calendar year, the Compensation Committee reviews corporate, divisional, and individual performance against the performance objectives for the year just completed. After thorough review and deliberation, the Compensation Committee determines the recommended amount of individual non-equity cash incentives and stock-based incentive awards. The Compensation Committee reports such incentives to the Board of Directors. Meetings of the Compensation Committee and Board of Directors routinely occur in January, immediately following the closure of the calendar year for which performance is measured for incentive compensation purposes. Equity Compensation Plans. Long-term stock grants may only be awarded under shareholder approved stock-based incentive compensation plans (the “equity incentive plans”). In 2019, the Company’s shareholders approved the 2019 Westamerica Omnibus Plan (the “2019 Plan”). The 2019 Plan authorizes the grant of up to 1,235,898 shares (plus shares that become available if awards under prior plans expire unexercised or are cancelled, forfeited or terminated before being exercised). In addition, the 2019 Plan authorizes the issuance of shares under an award granted in the assumption of, or in substitution for, outstanding awards previously granted by another business entity acquired by the Company. Any additional authorization of shares available for issuance must be approved by shareholders. The 2019 Plan expires on April 25, 2029, after which shareholder approval is again required to extend the term or approve a new equity incentive plan. If shareholders vote to approve Proposal 3, the 2025 Omnibus Equity Incentive Plan will replace the 2019 Plan. The 2019 Plan replaced the Company’s 2012 Amended and Restated Stock Option Plan of 1995 (the “2012 Amended Plan”). The Company may no longer grant any awards under the 2012 Amended Plan, though awards previously issued under such plan continue to be outstanding, subject to the terms of the applicable awards agreements. The 2012 Amended Plan established governing terms and conditions for all stock grants awarded from the effective date of the plan through the effective date of the 2019 Plan. The 2019 Plan allows the following types of stock-based compensation awards: Incentive Stock Options (“ISO”) allow the optionee to buy a certain number of shares of Westamerica Bancorporation common stock at a fixed price, which is established on the date of the option grant. ISOs are intended to meet the requirements of Section 422 of the Internal Revenue Code which provide advantages if certain conditions are met. If the optionee holds the acquired stock for the designated holding period, the optionee defers the timing of recognizing taxable income related to exercising the ISO. If the optionee complies with the ISO requirements, the Company does not receive a corporate tax deduction related to the shares issued.

  8. Board of Directors and Committees

    Nonqualified Stock Options (“NQSO”) also give the optionee the option to buy a certain number of shares of Westamerica Bancorporation common stock at a fixed price, which is established on the date of grant. Unlike ISOs, NQSOs do not allow deferral of taxable income for the optionee. At the time NQSOs are exercised, the optionee incurs taxable income equal to the spread between the exercise price and the market price of the stock, and the Company receives a corporate tax deduction in the same amount. Share Appreciation Rights (“SAR”) provide the holder a cash payment equal to the difference between the fair market value of the Westamerica Bancorporation common stock on the date the SAR is surrendered and the fair market value of the Company’s common stock on the date the SAR was granted. The optionee incurs taxable income at the time the SAR is settled and the Company receives a corporate tax deduction in the same amount. Restricted Shares and Restricted Stock Units. The Compensation Committee determines the vesting schedule and performance goals, if any, applicable to the grant of restricted shares and Restricted Stock Units. Restricted Stock Units are awards that may be settled in Westamerica Bancorporation common stock or cash, subject to vesting. As described above, the Company has historically granted Restricted Stock Units as RPS awards that settle in shares of Westamerica Bancorporation common stock, subject to the achievement of performance objectives. Award recipients receive shares at the end of the performance measurement period only if performance objectives are achieved. The award recipient incurs taxable income at the time any RPS vests and the Company receives a corporate tax deduction in the same amount. Determination of Awards to Grant. In determining which type of stock-based compensation awards to grant, the Compensation Committee considers the attributes of each form of incentive. Examples include the ability to motivate management to make decisions based on the long-term interests of shareholders, the desire to compensate with shares rather than cash, and the tax consequences of each type of award. The Compensation Committee retains the latitude to utilize all forms of incentives provided under the equity incentive plans. In the current and preceding years, the Compensation Committee has utilized NQSO and RPS based on the motivational aspects of stock price appreciation, the settlement in shares rather than cash, and the preservation of tax deductions for the Company. As of March 5, 2025, the Company had no ISO or SAR awards outstanding. Determination of Exercise Price. The equity incentive plans require the exercise price of each NQSO, ISO or SAR to be no less than one hundred percent (100%) of the fair market value of Westamerica Bancorporation common stock on the date of grant. The equity incentive plans do not allow re-pricing stock options for poor stock price performance. Stock-based compensation awards are submitted by the Compensation Committee to the full Board of Directors for review. As described above, these meetings have routinely occurred in January immediately following the closure of the calendar year for which performance is measured for incentive compensation purposes. The Compensation Committee meeting has routinely been held during the same week as the related Board of Directors meeting. These January meetings follow by no more than ten business days the Company’s public disclosure of its financial results for the preceding year. As a result, stock option grants are awarded, and the exercise price of such grants are determined at a time when the Company has broadly disseminated its financial condition and current operating results to the public. The Company’s outstanding stock option grants are dated, and related stock option exercise prices are determined, on the January date the Compensation Committee meets to approve such grants. Long-Term Incentive Attributes. The Board of Directors has designated the Compensation Committee as the administrator of the equity incentive plans. The Compensation Committee reports to the Board the terms and conditions of awards granted under these plans. In carrying out this responsibility, the Compensation Committee designs such awards as long-term incentives. The terms and conditions of currently outstanding awards under the Company’s several equity incentive plans include:

  9. Board of Directors and Committees

    The Company’s long-standing practice has been to grant equity awards, including stock options, on a predetermined schedule. On the date of the regular Board meeting of the fiscal year, the Compensation Committee reviews and approves the value and amount of the equity compensation to be awarded (including RPS awards and stock options) to executive officers, other than the CEO who has not received equity awards in recent years. The first regular meeting of the Board typically occurs after the Company’s release of the financial results for the prior fiscal year through the filing of a Current Report on Form 8-K but before the filing of the Company’s Annual Report on Form 10-K for that fiscal year, typically during the final week of January. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Instead, the timing of grants is in accordance with its compensation cycle, with awards granted at the start of the new fiscal year to incentivize the executives to deliver on the Company’s strategic objectives for the new fiscal year. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation, but instead has adhered to the schedule described above. Compensation for the Chairman, President & CEO. Mr. Payne performs two functions for the Company. These two functions tend to be compensated separately at similarly sized banking institutions. Mr. Payne serves as Chairman of the Board with responsibilities including oversight of the organization and external strategic initiatives. Mr. Payne also serves as President and CEO with responsibilities including daily management of internal operations. Mr. Payne’s total compensation reflects these broad responsibilities. Consistent with the overall compensation philosophy for senior executives, Mr. Payne’s compensation has a greater amount of pay at risk through incentives than through base salary. Since Mr. Payne is compensated as an executive, he is not eligible to receive compensation as a Director. As noted on page 35 of this Proxy Statement under the Pension Benefits Table, during 1997 the Company entered into a nonqualified pension agreement (“Pension Agreement”) with Mr. Payne in consideration of Mr. Payne’s agreement that RPS awards granted in 1995, 1996 and 1997 would be cancelled.(1) In entering the Pension Agreement, the Board of Directors considered the following:

  10. Board of Directors and Committees

    | ● | Mr. Payne had a significant beneficial interest in Westamerica Bancorporation common stock, which was more than adequate to continue to provide motivation for Mr. Payne to continue managing the Company in the best interests of shareholders. |

  11. Board of Directors and Committees

    | ● | in 1997, the Company had consummated its largest acquisition, with significant total asset growth of approximately 51 percent. One of the Board’s objectives was to provide a compensation mechanism providing retention features for Mr. Payne. Retention of Mr. Payne as President and CEO was desired following the Company’s significant growth. The RPS awards surrendered for the Pension Agreement were scheduled to vest on dates in 1998, 1999 and 2000, while the Pension Agreement was not fully vested until December 31, 2002. Additionally, the 20-year certain pension provided under the Pension Agreement was to commence upon Mr. Payne’s attainment of age 55. Mr. Payne was age 42 at the time of entering the Pension Agreement. |

  12. Board of Directors and Committees

    Compensation Awarded to Named Executive Officers. Base salaries for participants in the executive compensation program are generally limited to foster an environment where incentive compensation motivates and rewards corporate, divisional, and individual performance. As such, base pay increases are generally infrequent and limited to “control points” assigned to each position. The non-equity cash incentive formula has the following components: (1) The value of the surrendered RPS shares and the Pension Agreement were considered equivalent based on actuarial assumptions.

  13. Board of Directors and Committees

    | "Target" Cash IncentiveX | Composite Corporate, Divisional and Individual Performance Level | = | Cash Incentive Award |

  14. Board of Directors and Committees

    | ● | adjusting risk-based loan pricing to higher market yields to support long-term financial results; |

  15. Board of Directors and Committees

    | ● | managing the Company to achieve 2024 corporate performance goals approved by the Board of Directors, including return on equity, return on assets, earnings per share and operating expenses; |

  16. Board of Directors and Committees

    Employment Contracts. None of the executives named in the accompanying tables have employment contracts with the Company. Compensation in the Event of a Change in Control. The banking industry has significant merger and acquisition activity. To promote retention of senior executives, unvested NQSO and RPS grants contain a “change in control” provision, which trigger full vesting upon a change in control. The Compensation Committee determined these provisions were appropriate in order to retain executives to continue managing the Company after any “change in control” was announced through its ultimate consummation. Since none of the named executive officers have entered employment contracts with the Company, they serve in an “at-will” capacity and could terminate their employment at any time. The Compensation Committee felt it would be in the best interests of shareholders to have a retention mechanism in place to provide continuity of management during a “change in control” process. Further, the Committee expects the named executive officers would be terminated by an acquiring institution rather than retained in a similar functional capacity. The Company also maintains a Severance Payment Plan covering all employees to promote employee retention. The Severance Payment Plan provides salary continuation benefits for employees in the event of a “change in control.” The amount of salary continuation benefits is based on years of service and corporate title, but in no event exceeds the equivalent of one times annual salary. Mr. Payne, Ms. Jonas, Mr. Donohoe, Mr. Rizzardi and Mr. Baker are eligible for one year’s salary under the plan. Mr. Thorson retired January 24, 2025. Internal Revenue Code. Internal Revenue Code (“IRC”) Section 162(m) places a limit on the amount of compensation that may be deducted by the Company in any year with respect to certain of the Company’s highest-paid executives. Prior to enactment of the Tax Cuts and Jobs Act of 2017 (the “Act”), certain “performance-based compensation” was not counted toward this limit. The Act eliminated the “performance-based compensation” exemption as of November 2, 2017. The Company intends generally to qualify compensation paid to executive officers for deductibility under the IRC but reserves the right to pay compensation that is not deductible. Employee Benefits and Compensation Committee Report We, the Compensation Committee of the Board of Directors of the Company, have reviewed and discussed the Compensation Discussion and Analysis with Management. Based on that review and discussion, we have recommended to the Board of Directors inclusion of the Compensation Discussion and Analysis in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Submitted by the Employee Benefits and Compensation Committee Melanie Martella Chiesa, Chair Alisa Belew Inez Wondeh Martin Camsey Compensation Committee Interlocks and Insider Participation For 2024, the Compensation Committee was comprised of current members Melanie Martella Chiesa, Alisa Belew and Inez Wondeh. None of these individuals is or has been an officer or employee of the Company during the last fiscal year or as of the date of this Proxy Statement, or is serving or has served as a member of the compensation committee of another entity that has an executive officer serving on the Compensation Committee. None of the executive officers of the Company has served on the Board of Directors or on the Compensation Committee of any other entity, where one of that entity’s executive officers served either on the Board of Directors or on the Compensation Committee of the Company.

  17. Summary Compensation

    | Name / Position | Year | Salary | Stock Awards(1) | Option Awards(2) | Non-Stock Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | TOTAL | | David L. Payne | 2024 | $371,000 | $— | $— | $385,000 | $— | $30,658 | $786,658 | | Chairman, | 2023 | 371,000 | — | — | 360,000 | — | 27,701 | 758,701 | | President & CEO | 2022 | 371,000 | — | — | 350,000 | — | 29,021 | 750,021 | | John "Robert" A. Thorson | 2024 | 149,000 | 127,232 | 193,404 | 166,600 | — | 34,176 | 670,412 | | SVP & Treasurer | 2023 | 149,000 | 129,800 | 190,400 | 137,400 | 10,216 | 33,044 | 649,860 | | | 2022 | 149,000 | 127,552 | 162,740 | 138,500 | 71,350 | 34,218 | 683,360 | | Russell W. Rizzardi | 2024 | 102,574 | 103,376 | 155,916 | 65,700 | — | 10,259 | 437,825 | | SVP & Chief | 2023 | 120,960 | 105,393 | 153,850 | 65,300 | — | 11,511 | 457,014 | | Credit Administrator | 2022 | 120,960 | 103,563 | 131,930 | 64,800 | — | 12,172 | 433,425 | | Brian Donohoe | 2024 | 130,008 | 111,328 | 169,548 | 86,100 | — | 39,693 | 536,677 | | SVP & Chief | 2023 | 130,008 | 113,159 | 164,900 | 85,000 | — | 39,353 | 532,420 | | Information Officer | 2022 | 130,008 | 111,169 | 142,990 | 86,300 | — | 39,862 | 510,329 | | Robert Baker | 2024 | 130,021 | 74,053 | 130,356 | 74,800 | — | 24,289 | 433,519 | | SVP & Banking | 2023 | 130,020 | 75,439 | 127,500 | 74,800 | 445 | 24,926 | 433,130 | | Division Manager | 2022 | 130,020 | 74,308 | 109,020 | 75,400 | 2,780 | 22,790 | 414,318 | | Anela M. Jonas | 2024 | 142,500 | 39,760 | 139,728 | 68,600 | — | 55,455 | 446,043 | | SVP & Chief | — | — | — | — | — | — | — | — | | Financial Officer | — | — | — | — | — | — | — | — |

  18. Pay Versus Performance

    Pay Versus Performance The following table discloses executive compensation and financial performance measures for the five most recently completed fiscal years. Financial performance measures include the total shareholder return (TSR) for Westamerica Bancorporation common stock and for that of our designated peer group, the NASDAQ Bank Index (CBNK), and Westamerica Bancorporation’s return on average equity.

  19. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table (SCT) Total for PEO(1) | Compensation Actually Paid to PEO(1) | Average SCT Total for Non- PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Total Shareholder Return (TSR) | Peer Group (CBNK) TSR | Net Income | Return on Average Equity | | 2024 | $786,658 | $786,658 | $504,895 | $379,287 | $109.21 | $128.85 | $138,636,000 | 13.8% | | 2023 | 758,701 | 758,701 | 427,400 | 465,487 | 113.46 | 106.87 | 161,768,000 | 18.1% | | 2022 | 750,021 | 750,021 | 477,400 | 553,473 | 114.42 | 110.67 | 122,034,000 | 15.2% | | 2021 | 750,563 | 750,563 | 443,488 | 514,930 | 108.85 | 132.19 | 86,509,000 | 11.5% | | 2020 | 698,807 | 698,807 | 433,759 | 245,465 | 101.42 | 92.50 | 80,413,000 | 11.3% |

  20. Pay Versus Performance

    (1) Mr. Payne is the named PEO whose compensation is disclosed for the years 2024, 2023, 2022, 2021 and 2020. (2) Messrs. Thorson, Rizzardi, Donohoe, Baker, and Ms. Jonas are the non-PEO NEOs whose average compensation is disclosed for the year 2024. Messrs. Thorson, Rizzardi, Donohoe, Baker, and Leavitt (who resigned from Westamerica, March of 2023) are the non-PEO NEOs whose average compensation is disclosed for the years 2023, 2022, 2021 and 2020.

  21. Pay Versus Performance

    | Year | Reported Average SCT Total for Non-PEO NEOs | Reported Average SCT Value of Equity Awards for Non-PEO NEOs | Equity Award Adjustments | Reported Average SCT Change in the Actuarial Present Value of Pension Benefits for Non- PEO NEOs | Pension Benefit Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $504,895 | $(248,940) | $123,332 | $— | $— | $379,287 | | 2023 | 427,400 | (212,088) | 250,175 | — | — | 465,487 | | 2022 | 477,400 | (221,609) | 297,682 | — | — | 553,473 | | 2021 | 443,488 | (192,740) | 264,182 | — | — | 514,930 | | 2020 | 433,759 | (185,032) | (3,262) | — | — | 245,465 |

  22. Pay Versus Performance

    | Year | Year end fair value of equity awards granted during the year | Change in fair value of outstanding and unvested equity awards | Fair value as of vesting date of equity awards granted and vested in the year | Change in fair value of equity awards granted in prior years that vested in the year | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | Total equity award adjustments | | 2024 | $274,744 | $(102,959) | $— | $(48,453) | $— | $— | $123,332 | | 2023 | 265,655 | (4,321) | — | (11,159) | — | — | 250,175 | | 2022 | 265,511 | 27,370 | — | 4,801 | — | — | 297,682 | | 2021 | 198,948 | 51,120 | — | 14,114 | — | — | 264,182 | | 2020 | 115,881 | (109,219) | — | (9,924) | — | — | (3,262) |

  23. Pay Versus Performance

    The executive compensation actually paid differs from the compensation provided in the Summary Compensation Table due solely to changes in the value of RPSs and NQSOs between the grant date and the end of each fiscal year or vesting date. The change in the value of the NQSOs and RPSs is based on TSR excluding dividends as dividends are not paid on NQSOs or RPSs prior to vesting. As described in the Compensation Discussion and Analysis, the financial performance measures used to determine executive compensation levels include return on average equity, return on average assets, diluted earnings per share, levels of non-performing assets, and the efficiency ratio (operating expenses as a percentage of total revenues).

  24. Pay Versus Performance

    | Financial Performance Measures | | - Return on Average Equity | | - Return on Average Assets | | - Diluted Earnings Per Share | | - Levels of Non-Performing Assets | | - Efficiency Ratio (Operating Expenses as a Percentage of Total Revenues) |

  25. Pay Versus Performance

    Narrative Disclosure to Pay Versus Performance Table The graphs below compare the compensation actually paid (“CAP”) to each of our PEOs and the average of the compensation actually paid to our remaining NEOs other than the PEO, with

  26. Pay Versus Performance

    | ● | the Company’s cumulative Total Shareholder Return (“TSR”) and the Peer Group’s cumulative TSR across the last five completed fiscal years |

  27. Pay Versus Performance

    | ● | the Company’s net income across the last five completed fiscal years |

  28. Pay Versus Performance

    | ● | the Company’s Selected Measure, which is return on average equity across the last five completed fiscal years |

  29. Pay Versus Performance

    Pay Ratio Disclosure SEC rules require annual disclosure of the ratio of the Company’s median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The Company’s PEO is Mr. Payne.

  30. Pay Versus Performance

    | Median Employee total annual compensation | $46,293 | | Mr. Payne total annual compensation | 786,658 | | Ratio of PEO to Median Employee Compensation | 16.95:1.0 |

  31. Pay Versus Performance

    In determining the median employee total annual compensation, the Company prepared a census of all employees as of December 31, 2024, except the PEO, with compensation annualized for those employees hired in 2024. For simplicity, the value of benefits provided by the Company’s qualified retirement plans and welfare benefit plans were excluded from the determination of total annual compensation as all employees are offered the same benefit programs. Grants of Plan-Based Awards Table For Fiscal Year 2024

  32. Pay Versus Performance

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | All Other Stock Awards: Number of Securities Underlying | Exercise or Base Price of Option Awards | Grant Date | | Name | Grant Date | Threshold | Target | Maximum | or Units(1) | Options(2) | ($/Share)(2) | Fair Value(3) | | David L. Payne | 1/25/24 | $— | $350,000 | $525,000 | — | — | $— | $— | | | 1/25/24 | — | — | — | — | — | — | — | | | 1/25/24 | — | — | — | — | — | — | — | | John "Robert" A. Thorson(4) | 1/25/24 | — | 134,400 | 201,600 | — | — | — | — | | | 1/25/24 | — | — | — | 2,560 | — | — | 127,232 | | | 1/25/24 | — | — | — | — | 22,700 | 49.70 | 193,404 | | Anela M. Jonas | 1/25/24 | — | 58,000 | 87,000 | — | — | — | — | | | 1/25/24 | — | — | — | 800 | — | — | 39,760 | | | 1/25/24 | — | — | — | — | 16,400 | 49.70 | 139,728 | | Brian Donohoe | 1/25/24 | — | 71,500 | 107,250 | — | — | — | — | | | 1/25/24 | — | — | — | 2,240 | — | — | 111,328 | | | 1/25/24 | — | — | — | — | 19,900 | 49.70 | 169,548 | | Russell W. Rizzardi | 1/25/24 | — | 60,500 | 90,750 | — | — | — | — | | | 1/25/24 | — | — | — | 2,080 | — | — | 103,376 | | | 1/25/24 | — | — | — | — | 18,300 | 49.70 | 155,916 | | Robert Baker | 1/25/24 | — | 67,500 | 101,250 | — | — | — | — | | | 1/25/24 | — | — | — | 1,490 | — | — | 74,053 | | | 1/25/24 | — | — | — | — | 15,300 | 49.70 | 130,356 |

  33. Pay Versus Performance

    (1) Includes RPS grants. There is no dollar amount of consideration paid by any executive officer on the grant or vesting date of an award. The material terms of the RPS grants are as follows: • The performance and vesting period is three years; • Multiple three-year performance goals are established by the Compensation Committee for each grant; • The Compensation Committee may revise the goals upon significant events; • Accelerated vesting occurs upon a “change in control” and • No dividends are paid or accrued prior to settlement or deferral delivery of shares which takes place approximately two months after vesting; (2) Includes NQSO grants with an exercise price of not less than 100% of fair market value as of the date of grant. The material terms of the NQSO’s listed in the table are as follows: • Options vest ratably over three years beginning one year from date of grant; • Options expire 10 years following grant date; • Exercise price is 100% of fair market value as defined in the 2019 Omnibus Plan; • Dividends are not paid on unexercised options; • Vesting ceases upon termination of employment, whatever the reason, except if vesting is accelerated as described below; • Vested options may be exercised within 90 days of termination of employment and within one year upon death or disability; and • Accelerated vesting occurs upon a “change in control” (3) The amounts shown for NQSOs and RPS awards represent the aggregate grant date fair market value. Outstanding Equity Awards Table at Fiscal Year End 2024

  34. Pay Versus Performance

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(1) | Option Expiration Date(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) valued at 12/31/24(2) | | David L. Payne | — | — | $— | — | — | $— | | John "Robert" A. Thorson(3) | 7,233 | — | 57.178 | 1/26/2027 | — | — | | | 21,100 | — | 62.155 | 1/25/2028 | — | — | | | 21,200 | — | 62.673 | 1/24/2029 | — | — | | | 19,900 | — | 66.410 | 1/22/2030 | — | — | | | 17,400 | — | 57.080 | 1/28/2031 | 7,080 | 371,417 | | | 13,733 | 6,867 | 58.510 | 1/27/2032 | — | — | | | 7467 | 14,933 | 55.470 | 1/26/2033 | — | — | | | — | 22,700 | 49.700 | 1/25/2034 | — | — | | Anela M. Jonas | 800 | 1,600 | 55.470 | 1/26/2033 | 800 | 41,968 | | | — | 16,400 | 49.700 | 1/25/2034 | — | — | | Brian Donohoe | 5,900 | — | 57.178 | 1/26/2027 | — | — | | | 5,500 | — | 62.155 | 1/25/2028 | — | — | | | 5,400 | — | 62.673 | 1/24/2029 | — | — | | | 12,300 | — | 66.410 | 1/22/2030 | — | — | | | 15,100 | — | 57.080 | 1/28/2031 | 6,180 | 324,203 | | | 12,067 | 6,033 | 58.510 | 1/27/2032 | — | — | | | 6,467 | 12,933 | 55.470 | 1/26/2033 | — | — | | | — | 19,900 | 49.700 | 1/25/2034 | — | — | | Russell W. Rizzardi | 13,095 | — | 62.673 | 1/24/2029 | — | — | | | 16,000 | — | 66.410 | 1/22/2030 | — | — | | | 14,100 | — | 57.080 | 1/28/2031 | 5,750 | 301,645 | | | 11,133 | 5,567 | 58.510 | 1/27/2032 | — | — | | | 6,033 | 12,067 | 55.470 | 1/26/2033 | — | — | | | — | 18,300 | 49.700 | 1/25/2034 | — | — | | Robert Baker | 14,400 | — | 57.178 | 1/26/2027 | — | — | | | 14,200 | — | 62.155 | 1/25/2028 | — | — | | | 14,400 | — | 62.673 | 1/24/2029 | — | — | | | 13,300 | — | 66.410 | 1/22/2030 | — | — | | | 11,600 | — | 57.080 | 1/28/2031 | 4,120 | 216,135 | | | 9,200 | 4,600 | 58.510 | 1/27/2032 | — | — | | | 5,000 | 10,000 | 55.470 | 1/26/2033 | — | — | | | — | 15,300 | 49.700 | 1/25/2034 | — | — |

  35. Pay Versus Performance

    (1) Option Awards vest ratably over three years beginning one year from date of grant. Options expiring in 2031 fully vested in January 2024. Options expiring in 2032 fully vested in January 2025. Options expiring in 2033 fully vest in January 2026. Options expiring in 2034 fully vest in January 2027. (2) RPS shares fully vest three years from date of grant if performance goals are met. RPS grants vest as follows: Messrs. Rizzardi - 1,770 vest in January 2025, 1,900 vest in January 2026, and 2,080 vest in January 2027; Donohoe - 1,900 vest in January 2025, 2,040 vest in 2026, and 2,240 vest in January 2027; Baker – 1,270 vest in January 2025, 1,360 vest in January 2026, and 1,490 vest in January 2027, Ms. Jonas – 800 vest in January 2027. Vesting may occur on a pro-rated basis for employees separating from service due to retirement. Accordingly, Mr. Thorson’s RPS grants vest as follows: 4,594 shares vested in January 2025, and 2,486 will be forfeited in 2025. Option Exercises And Stock Vested Table For Fiscal Year 2024

  36. Pay Versus Performance

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise($) | Number of Shares Acquired on Vesting | Value Realized on Vesting($)(1) | | David L. Payne | — | $— | — | $— | | John "Robert" A. Thorson(2) | — | — | 2,170 | 98,909 | | Anela M. Jonas | — | — | — | — | | Brian Donohoe | — | — | 1,900 | 86,602 | | Russell W. Rizzardi | — | — | 1,760 | 80,221 | | Robert Baker | — | — | 1,260 | 57,431 |

  37. Pay Versus Performance

    (1) Amounts represent value upon vesting of RPS shares. (2) Mr. Thorson retired from the position of Treasurer of Westamerica Bancorporation effective January 24, 2025. Pension Benefits Table For Fiscal Year 2024

  38. Pay Versus Performance

    | Name | Plan Name | Present Value of Accumulated Benefit | Payments during Last Fiscal Year | | David L. Payne | Non-Qualified Pension Agreement | $2,236,940 | $511,950 |

  39. Pay Versus Performance

    During 1997, the Company entered into a nonqualified pension agreement with Mr. Payne in consideration of Mr. Payne’s agreement that RPS awards granted in 1995, 1996 and 1997 would be cancelled. In January 2001, the Compensation Committee, based on the Company’s achievement of certain performance goals which had first been established for Mr. Payne’s 1995, 1996 and 1997 RPS awards, determined Mr. Payne’s annual pension would be $511,950. The pension commenced in 2010 and will be paid to Mr. Payne for 20 years. The discount rate used to determine the present value is 5.20%. The obligation is an unfunded general obligation of the Company. Nonqualified Deferred Compensation Table For Fiscal Year 2024

  40. Pay Versus Performance

    | Name | Executive Contributions in Last Fiscal Year(1) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawls/ Distributions(2) | Aggregate Balance at Last Fiscal Year End(3) | | David L. Payne | $— | $— | $— | $— | | John "Robert" A. Thorson(4) | — | 145,644 | — | 2,904,524 | | Anela M. Jonas | 23,000 | 2,753 | 34,310 | 62,319 | | Brian Donohoe | — | — | — | — | | Russell W. Rizzardi | — | — | — | — | | Robert Baker | 12,000 | 6,981 | — | 145,395 |

  41. Pay Versus Performance

    (1) No RPS shares were deferred upon vesting in 2024. (2) No dividends were paid on deferred RPS shares in 2024. (3) Aggregate balance of deferred compensation reported as compensation prior to 2024 was $2,956,171. Under the Westamerica Bancorporation and Subsidiaries Deferred Compensation Plan (the “Deferred Compensation Plan”), Directors and Officers may defer up to 100% of their compensation, salary and/or non-equity incentive compensation (cash bonus) into a non-qualified, unfunded deferred compensation program. The interest rate credited during 2024 was 5.15%. The interest rate may be changed annually. Beginning in 2023 interest on deferrals made to the plan is compounded bi-weekly and interest on deferrals made to the plan prior to 2023 is compounded semi-monthly. Participants choose in advance from the following distribution commencement dates: termination of employment, January 1 following termination of employment, or a specific date at least five years from date of deferral. Payment is made in a lump sum unless the participant chooses a four year, five year or ten year annual installment. Under the Westamerica Bancorporation Deferral Plan, 100% of vested RPS grants may be deferred. Dividends paid on such issued and outstanding shares are paid in cash to the deferral participants, and are paid at the same rate as is paid to all other shareholders. The distribution of deferred RPS shares occurs at least two years after deferral, one month following termination, or the January immediately following termination as elected by the participant at the time of deferral. If the participant is one of the named executive officers, benefit distributions that are made upon termination of employment may not start earlier than six months after the date of termination. Potential Payments Upon Termination or Change in Control Payments to be made to the named executive officers in the event of termination of employment or change in control are described below. Termination. Vested NQSOs may be exercised within 90 days of termination and within one year of death or disability. RPS shares vest if the Compensation Committee determines performance goals are met. Terminated employees will receive vested RPS shares if the settlement date of the RPS grant occurs within 90 days of termination. Employees separating from service due to death, disability or retirement are eligible to receive a pro rata portion of granted RPS shares if the Compensation Committee determines that the performance goals are likely to be met for the grant period. The pro rata basis is determined by the number of full years of the vesting period completed before date of death, disability or retirement. Deferred compensation account balances are distributed on January 1 following termination, or a specific date at least five years from the date of deferral in the form of annual payments over four years. Payment may also be made in a lump sum or in annual payments for five or 10 years as elected by the participant at the time of deferral. If the participant is one of the named executive officers, benefit distributions that are made upon termination of employment may not start earlier than six months after the date of termination. Change in Control. Under the 2019 Plan, a change in control occurs when (i) a person or entity becomes the beneficial owner of more than 50% of voting power of the Company; (ii) there is an unapproved change in the majority membership of the Board of Directors; (iii) a merger of the Company or any of its subsidiaries is completed, other than (A) a merger that results in the Company’s voting securities continuing to represent 50% or more of the combined voting power of the surviving entity and the Board of Directors immediately prior to the merger or consolidation continuing to represent at least a majority of the Board of Directors of the surviving entity or (B) a merger or consolidation effected to implement a recapitalization in which no person is or becomes the owner of voting securities representing more than 50% of the combined voting power of the Company; or (iv) shareholders approve of a plan of liquidation or dissolution. The definition of change in control under the 2012 Amended Plan is similar to that of the 2019 Plan. In the event of a change in control, unvested NQSOs and RPS shares immediately vest. The value of NQSOs is computed by multiplying the difference between the market value on December 31, 2024 and the exercise price of each option by the number of options subject to accelerated vesting. The December 31, 2024 value of NQSOs subject to accelerated vesting for each of the named executive officers is as follows: Messrs. Payne: $0; Thorson: $62,652; Donohoe: $54,924; Rizzardi: $50,508; Baker: $42,228, and Ms. Jonas: $45,264. The value of RPS shares is computed by multiplying the market price at December 31, 2024 by the number of shares. The value of RPS shares subject to accelerated vesting for each of the named executive officers is as follows: Messrs. Payne: $0; Thorson: $371,417; Donohoe: $324,203; Rizzardi: $301,645; Baker: $216,135, and Ms. Jonas: $41,968. Under the Company’s Severance Payment Plan, executive officers receive six week’s pay for every year or partial year of service up to one year’s base salary (see Summary Compensation Table for Fiscal Year 2024 for annual base salary for all named executive officers). Messrs. Payne, Thorson, Donohoe, Rizzardi, Baker, and Ms. Jonas are eligible for one year’s salary under the plan. Severance pay is paid in a lump sum or on a semi-monthly basis at the discretion of the Company. The Severance Payment Plan is subject to Section 409A of the Internal Revenue Code. Certain Relationships and Related Party Transactions In accordance with the Audit Committee Charter, the Audit Committee is responsible for reviewing and approving or disapproving all related party transactions required to be disclosed by Item 404 of Regulation S-K for potential conflicts of interest. The Company is also required by NASDAQ Rule 5250(b)(3) to disclose all agreements and arrangements between any director or nominee for director, and any person or entity other than the Company relating to compensation or other payment in connection with such person’s candidacy or service as a director of the Company. The Company is not aware of any such agreements. Additionally, the Company’s Code of Conduct and Ethics provides rules that restrict transactions with affiliated persons. Certain of the Directors, executive officers and their associates have had banking transactions with subsidiaries of the Company in the ordinary course of business. With the exception of the Company’s Employee Loan Program, all outstanding loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company, did not involve more than a normal risk of collectability, and did not present other favorable features. As part of the Employee Loan Program, all employees, including executive officers, were eligible to receive mortgage loans with interest rates one percent (1%) below Westamerica Bank’s prevailing interest rate at the time of loan origination. Westamerica Bank made all loans to executive officers under the Employee Loan Program in compliance with the applicable restrictions of Section 22(h) of the Federal Reserve Act. Messrs. Payne and Thorson have mortgage loans through this program. The largest aggregate amounts of principal during 2024 were $246,071 and $103,215, respectively. The principal amounts outstanding at December 31, 2024 were $226,606 and $0, respectively. The rates of interest payable on the loans is 6.875% and 5.875%, respectively. PROPOSAL 2 – APPROVE A NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

  42. Pay Versus Performance

    SEC rules requires the Company to permit shareholders a non-binding advisory vote on the executive compensation paid to the executive officers listed in the Summary Compensation Table (a so-called “say on pay” vote) as well as an advisory vote with respect to whether future say on pay votes will be held every one, two or three years. The result of the most recent shareholder vote on the proposal to determine the frequency of future say on pay proposals was that shareholders should review executive compensation annually. Therefore, Proposal 2 requests that shareholders again approve the compensation paid to our named executive officers. Last year 99.0% of the shares voting on this proposal voted to support the Company’s executive compensation strategy. We believe that our compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our shareholders. Our incentive compensation plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, and restricted performance shares. The Summary Compensation Table shows very stable base salaries indicative of our greater emphasis on performance-based stock and non-stock awards. Our RPS and option awards are based on a minimum achievement of meeting the “threshold” level for each pre-established objective. Vesting of our RPS award is conditioned upon the achievement of performance criteria. Both awards have a three-year vesting period. Our annual incentive plan incorporates at least four financial and/or strategic performance metrics in order to properly balance risk with the incentives to drive our key annual financial and/or strategic initiatives; in addition, the annual incentive program incorporates a 150% maximum payout to further manage risk and the possibility of excessive payments. Consistent with our pay-for-performance philosophy, the 2019 Plan, which was approved by shareholders, include the following features:

  43. Pay Versus Performance

    | ● | disallow re-pricing stock options for poor stock performance; |

  44. Pay Versus Performance

    | ● | limits the number of shares that may be awarded; and |

  45. Pay Versus Performance

    Further, the 2019 Plan include a clawback provision. Vote Required. The “say on pay” proposal gives you as a shareholder the opportunity to endorse or not endorse our executive pay program through the following resolution: “Resolved, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the compensation discussion and analysis, the compensation tables and any related footnotes and narratives in the Company’s proxy statement for the 2025 Annual Meeting of Shareholders.” Because your vote is advisory, it will not be binding on the Board or create or imply any additional fiduciary duty by the Board. However, the Compensation Committee may take into account the outcome of the vote when considering future executive compensation arrangements.