Edward B. Sylvester
WESTAMERICA BANCORPORATIONAbout Edward B. Sylvester
Edward B. Sylvester (age 88) is a California-registered civil engineer and founder of Sylvester Engineering and SCO Planning and Engineering. He has served on Westamerica Bancorporation’s board since 1979 and is the Lead Independent Director. He chairs the Loan and Investment, Nominating, and Compliance Committees and sits on the Executive Committee, reflecting deep governance engagement and longstanding institutional knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Transportation Commission | Chairman | Not disclosed | State-level funding allocation and transportation oversight |
| Nevada County Transportation Commission | Chairman | Not disclosed | Regional transportation policy leadership |
| Grass Valley Chamber of Commerce | Chairman of the Board | Not disclosed | Community economic development leadership |
| Grass Valley Rotary Club | President | Not disclosed | Civic leadership |
| Nevada County Business Association | Chairman and Founder | Not disclosed | Business advocacy |
| California Alliance for Advanced Transportation Systems | Chairman | Not disclosed | Transportation systems advancement |
| Various county/city advisory committees (Grass Valley) | Member | Not disclosed | Engineering/policy advisory roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevada County Broadcasters (KNCO, STAR 94) | Board Chairman | Current | Media oversight |
| Sierra Nevada Memorial Hospital | Board Member | Current | Healthcare governance; Foundation board member |
| Nevada County Finance Authority | Board Member | Current | Public finance oversight |
| Friends of Banner Mountain | President, Board | Current | Environmental stewardship and fire-wise initiatives |
Board Governance
- Independence: The Board determined that E.B. Sylvester is independent under NASDAQ rules .
- Lead Independent Director: Duties include presiding at meetings without the Chairman, serving as liaison between Chairman and independent directors, approving information sent to the Board, approving agendas/schedules, and calling meetings of independent directors; available for consultation with major shareholders .
- Attendance: The Board met nine times in 2024; every director attended at least 75% of aggregate Board and committee meetings in their service period, and all attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet at least four times per year outside the presence of the Chairman and CEO .
| Committee | 2024 Meetings | Sylvester Role |
|---|---|---|
| Board of Directors | 9 | Director (Lead Independent Director) |
| Executive Committee | 9 | Member |
| Audit Committee | 5 | Not a member |
| Employee Benefits & Compensation Committee | 5 | Not a member |
| Loan & Investment Committee | 9 | Chair |
| Nominating Committee | 1 | Chair |
| Compliance Committee | 4 | Chair |
Fixed Compensation
| Year | Fees Earned (Cash) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total ($) |
|---|---|---|---|
| 2023 | 53,000 | 2,860 | 55,860 |
| 2024 | 51,300 | — | 51,300 |
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee directors, 2024) | 22,000 | Cash |
| Board meeting fee | 1,200 per meeting | Cash |
| Committee meeting fee | 600 per meeting | Cash |
| Committee chair premium | +250 per committee meeting | Cash |
| Deferred compensation plan | Interest credited; in 2024 did not exceed 120% long-term AFR for reporting | Optional deferral by directors |
Performance Compensation
| Equity Awards (RSUs, PSUs, Options) | Grant Dates | Shares | Fair Value | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| None (non-employee directors) | — | — | — | Not applicable | Not applicable |
Non-employee directors did not receive options or stock awards in 2024 and none hold any options or stock awards (consistent with 2023), indicating no performance-conditioned equity for directors .
Other Directorships & Interlocks
- Public company boards: No nominee (including Sylvester) served on another public company board during the past five years, per 2025 proxy nominee disclosures .
- Interlocks/related agreements: The Company is not aware of any agreements or arrangements relating to compensation in connection with any director’s candidacy or service (NASDAQ Rule 5250(b)(3)) .
Expertise & Qualifications
- Registered civil engineer; founder/operator background in engineering and planning .
- Extensive leadership across public commissions and community organizations; seasoned perspective on development funding, retail economy, and statewide allocation .
- Long-tenured board experience provides historical context and continuity amid multiple economic cycles .
Equity Ownership
| Holder | Sole Voting & Investment Power (shares) | Shared Voting & Investment Power (shares) | Right to Acquire Within 60 Days | Total Beneficial Ownership (shares) | % of Class |
|---|---|---|---|---|---|
| Edward B. Sylvester | 57,490 | — | — | 57,490 | 0.2% |
- Pledging: None of the directors’ shares are pledged except for a family trust controlled by the Chairman/CEO; no pledge for Sylvester .
- Anti-hedging/anti-pledging policy: The Company prohibits short sales and use of derivatives to hedge Company stock; policy covers directors, officers, employees .
Governance Assessment
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Strengths
- Independent Lead Director with clearly defined authorities; chairs three core committees (Loan & Investment, Nominating, Compliance), enhancing board oversight of risk, lending, governance, and regulatory compliance .
- High engagement implied by chair roles across committees with frequent meetings (Loan & Investment: 9; Compliance: 4; Nominating: 1; Board: 9 in 2024) .
- Material personal ownership (57,490 shares; 0.2% of class), no pledging; alignment reinforced by anti-hedging policy .
- Company say-on-pay support at 99.0% in prior year indicates broad shareholder confidence in overall governance/compensation framework (contextual signal) .
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Watch items / Red flags
- Very long tenure (director since 1979) may raise entrenchment/refresh concerns for some investors despite ongoing independent status .
- Age (88) elevates succession planning considerations for board refresh and continuity .
- Director compensation is cash-only with meeting-based fees and no equity grants to directors, which is atypical versus broader market practices and may weaken direct equity alignment for non-employee directors; mitigated by personal share ownership .
- Company-level pledge by trust controlled by Chairman/CEO (not Sylvester) may be viewed as a broader governance risk; Audit Committee oversees related-party matters .
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Related-party exposure
- Ordinary-course banking transactions with directors/executives and associates occurred on substantially the same terms as for non-related parties; Employee Loan Program applied to executives per Section 22(h); no specific related-party transactions disclosed for Sylvester .
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Attendance/engagement
- Company expects full attendance; in 2024, all directors met at least 75% attendance and attended the Annual Meeting, supporting baseline engagement .
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Other public company directorships
- None in past five years for nominees; reduces external interlock risks .