Alisa Belew
WESTAMERICA BANCORPORATIONAbout Alisa Belew
Alisa Belew (41) has served on Westamerica Bancorporation’s board since October 2023. She is a Director and commercial real estate agent with Newmark in San Rafael, CA, specializing in leasing and sales of commercial properties in Marin and Sonoma counties since 2010; the proxy highlights her transaction management, budgeting, and market advisory skills and community involvement. She currently serves on the Loan and Investment Committee and the Employee Benefits and Compensation Committee and is deemed an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmark (San Rafael, CA) | Director and commercial real estate agent | 2010–present | CRE leasing/sales; stabilization strategies; budgeting/projections; transaction management and negotiations |
| Westamerica Bancorporation | Director | Oct 2023–present | Member: Loan & Investment; Employee Benefits & Compensation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Healy School of Irish Dance | Instructor (family school; fifth generation) | Not disclosed | Community involvement; not a corporate board |
| Other public company boards (last 5 years) | — | — | None; proxy states no nominee has served on another public company board in past five years |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined A. Belew is “independent” under NASDAQ rules |
| Committee assignments (2024) | Employee Benefits & Compensation (member); Loan & Investment (member) |
| Committee chair roles | None for Ms. Belew (2024 chairs: E.B. Sylvester – Loan & Investment, Nominating, Compliance; M. Hassid – Audit; M. Martella Chiesa – Employee Benefits & Compensation) |
| Board/committee meeting counts (2024) | Board 9; Audit 5; Employee Benefits & Compensation 5; Loan & Investment 9; Nominating 1; Compliance 4 |
| Attendance | Every Director attended at least 75% of aggregate applicable meetings; all directors on the date of the 2024 Annual Meeting attended it |
| Election results (2025 AGM) | Alisa Belew received 20,391,963 For; 82,800 Against; 40,142 Abstain; 2,332,900 Non‑Votes |
| Independent sessions | Non‑management directors meet at least four times per year outside the presence of the Chair/CEO |
Fixed Compensation (Director)
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Total fees – Alisa Belew | $42,400 | 2024 non‑employee director compensation (cash only) |
| Annual cash retainer (all non‑employee directors) | $22,000 | Standard retainer for 2024 |
| Board meeting fee | $1,200 per meeting | Paid per meeting attended |
| Committee meeting fee | $600 per meeting | Paid per meeting attended |
| Committee chair premium | +$250 per committee meeting | For committee chairs only; Ms. Belew not a chair |
| Deferred Compensation Plan | Available; interest credited; 2024 interest ≤120% long‑term AFR | “Change in Pension Value/Nonqualified Deferred Compensation Earnings” reported as “—” for Ms. Belew in 2024 table |
Non‑employee directors did not receive options or stock awards in 2024 and none hold any options or stock awards .
Performance Compensation (Director)
| Item | 2024 Detail |
|---|---|
| Equity grants (RSUs/PSUs/options) | None to non‑employee directors in 2024; no director equity outstanding |
| Performance metrics tied to director pay | Not applicable (no performance‑based director compensation) |
| Clawbacks for directors | Not specifically described for directors; company-wide compensation governance addressed via committee charters and policies |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current/prior 5 years) | None disclosed for Ms. Belew; proxy states no nominee served on another public company board in past five years |
| Compensation Committee interlocks | 2024 Compensation Committee members were M. Martella Chiesa (Chair), A. Belew, and I. Wondeh; none were officers/employees of the Company and no interlocks with other entities reported |
Expertise & Qualifications
- Commercial real estate domain expertise with North Bay market depth; transaction management, budgeting, projections, and market analytics experience .
- Governance role on Employee Benefits & Compensation and Loan & Investment committees (risk oversight and lending/investment policy exposure) .
- Board has designated all Audit Committee members as independent; Ms. Belew is not listed as an Audit Committee financial expert (that designation is held by M. Hassid) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged? | Notes |
|---|---|---|---|---|
| Alisa Belew | 208 | <0.1% (indicated by “*”) | No | No director/officer pledging except a family trust for the Chair/CEO (not Ms. Belew) |
| Anti‑hedging/anti‑pledging policy | Prohibits short sales, options/derivatives, and hedging arrangements by directors/officers; anti‑pledging policy referenced in insider trading policy | — | — | Policy language summarized in proxy |
Related‑Party, Conflicts, and Policies
- Audit Committee reviews and approves/disapproves related‑party transactions; company is not aware of any agreements/arrangements between any director and third parties concerning compensation for candidacy/service as director; Code of Conduct restricts transactions with affiliates .
- No related‑party transactions disclosed involving Ms. Belew in the proxy sections reviewed .
Say‑on‑Pay & Shareholder Feedback (2025 AGM)
| Proposal | For | Against | Abstain | Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 20,202,938 | 247,412 | 64,555 | 2,332,900 |
| 2025 Omnibus Equity Incentive Plan | 18,098,381 | 2,359,924 | 56,600 | 2,332,900 |
Governance Assessment
-
Positives
- Independent director with relevant regional commercial real estate expertise; sits on key oversight committees (Compensation; Loan & Investment), supporting board effectiveness and risk oversight .
- Strong shareholder support in 2025 director election; overall board attendance standards met and independent director executive sessions conducted at least quarterly .
- No director equity grants; eliminates concerns about equity design for directors; no related‑party transactions disclosed for Ms. Belew; anti‑hedging/anti‑pledging policy in place .
-
Watch items
- Alignment via ownership is modest (208 shares, <0.1%); no director equity retainer/grants in 2024 reduces long‑term pay‑for‑performance linkage for directors versus peers that use equity retainers .
- Expertise is concentrated in CRE; while valuable given bank exposure to CRE lending, investors may wish to monitor potential perceived conflicts (e.g., client relationships) despite no related‑party transactions disclosed and independence affirmed .
No RED FLAGS identified specific to Ms. Belew in the proxy sections reviewed (no related‑party transactions, no hedging/pledging, independence affirmed). Company‑level note: Chairman/CEO roles are combined, mitigated by a Lead Independent Director and independent committee leadership; this is structural context rather than a director‑specific issue .