Inez Wondeh
WESTAMERICA BANCORPORATIONAbout Inez Wondeh
Inez Wondeh (age 57) is an independent director of Westamerica Bancorporation (WABC) since December 16, 2021; she serves on the Audit Committee and the Employee Benefits and Compensation Committee. She is CEO of BASS Medical Group and California Market President at BASS Privia Management Company of California, and holds an MPA and MBA from the University of San Francisco; she founded the Ngozi Educational and Healthcare Foundation in 2018. Her background emphasizes finance, administration, strategic planning, and healthcare operations leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BASS Medical Group | Chief Operating Officer; later Chief Executive Officer | COO since 2015; CEO current | Executed growth strategy shifts including expanding physician network; led financial and operational administration |
| Ngozi Educational and Healthcare Foundation | Founder | 2018–present | Non-profit providing K-12 education and health services to rural Liberia |
External Roles
| Organization | Role | Notes |
|---|---|---|
| BASS Medical Group | Chief Executive Officer | Walnut Creek, CA |
| BASS Privia Management Company of California, LLC | California Market President | Leadership role within BASS Privia |
Board Governance
- Independence: Board determined Wondeh is independent under NASDAQ rules in 2022, 2023, 2024, and 2025.
- Committees (by year):
- 2021: Audit Committee
- 2022: Audit; Employee Benefits & Compensation
- 2023: Audit; Employee Benefits & Compensation
- 2024/2025: Audit; Employee Benefits & Compensation
- Attendance and engagement:
- Board met on 9 days in 2021, 2022, and 2023; every director attended at least 75% of Board and committee meetings in which they served; all directors attended the annual meeting.
- Lead Independent Director: Edward B. Sylvester; non-management directors meet at least four times per year outside the presence of the Chairman/CEO.
- Shareholder support: In 2025, Wondeh’s election received 20,392,383 votes For, 82,749 Against, 39,773 Abstain (with 2,332,900 non-votes).
Fixed Compensation
Director cash compensation for Wondeh (fees earned) and any deferred compensation earnings:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned Paid in Cash ($) | $3,033 | $38,200 | $40,000 | $40,000 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | $0 | $252 | $41 | $0 |
Director fee structure (non-employee directors):
| Component | Policy (2023–2024) |
|---|---|
| Annual retainer | $22,000 per year |
| Board meeting fee | $1,200 per Board meeting attended |
| Committee meeting fee | $600 per Committee meeting attended |
| Committee chair premium | +$250 per Committee meeting for the chair |
| Equity awards | None (no options or stock awards to non-employee directors in 2023–2024) |
| Deferred comp | Directors may defer cash compensation with interest per Deferred Compensation Plan |
Performance Compensation
- Non-employee directors did not receive equity awards or performance-based compensation in 2021, 2022, 2023, or 2024; no performance metrics are tied to director pay at WABC.
Other Directorships & Interlocks
- No other public-company board service disclosed for Wondeh in WABC proxy materials; external roles noted are BASS Medical Group and BASS Privia.
- No third-party compensation arrangements for director service were disclosed under NASDAQ Rule 5250(b)(3).
Expertise & Qualifications
- Education: Master of Public Administration and MBA, University of San Francisco.
- Domain expertise: 20+ years as healthcare executive; finance, administration, strategic planning; growth execution (physician network expansion).
- Board-relevant skills: Audit and compensation committee experience at WABC.
Equity Ownership
Beneficial ownership of WABC common shares by Wondeh:
| Metric | As of Mar 7, 2022 | As of Mar 6, 2024 | As of Mar 5, 2025 |
|---|---|---|---|
| Shares beneficially owned | 0 | 495 | 495 |
| Percent of class | <0.1% | <0.1% | <0.1% |
| Pledged as collateral | None (company notes no pledges for directors/officers except Mr. Payne’s trust) |
Additional ownership filing:
- Initial Statement of Beneficial Ownership (Form 3) filed Dec 20, 2021; reported 0 shares at appointment (event date 12/16/2021).
Governance Assessment
- Positive signals: Strong shareholder support in 2025 election (20.39M For; minimal opposition), reinforcing investor confidence in board composition.
- Independence and committee workload: Independent status and dual committee memberships (Audit and Compensation) indicate active governance oversight and risk management engagement.
- Attendance: Consistent disclosure that directors meet attendance thresholds and participate in annual meetings, supporting board effectiveness.
- Alignment considerations: Director pay is entirely cash with meeting fees; WABC does not grant equity to non-employee directors, and Wondeh holds a small personal stake (495 shares), implying modest direct equity alignment versus peers that emphasize equity retainers.
- Conflicts/related-party: Company discloses Audit Committee oversight of related-party transactions and reports no third-party compensation arrangements for directors; no related-party transactions involving Wondeh are disclosed.
- Policies: Anti-hedging/anti-pledging framework applies; no pledging by Wondeh disclosed.
Appendix: Committee Assignments by Year
| Year | Audit | Employee Benefits & Compensation | Other Committees |
|---|---|---|---|
| 2021 | Member | — | — |
| 2022 | Member | Member | — |
| 2023 | Member | Member | — |
| 2024/2025 | Member | Member | — |