Martin Camsey
WESTAMERICA BANCORPORATIONAbout Martin Camsey
Martin Camsey (64) is an independent director of Westamerica Bancorporation (WABC), appointed on February 22, 2024. He was CFO of O’Gara Coach Company from October 2020 to April 2022 and has 35+ years in the retail automobile sector spanning roles from Controller to Vice President/CFO and board member; he retired in 2022 . He holds a BS in Business Administration/Accounting from CSU Sacramento, is a CPA (inactive), and is a member of the AICPA and California Society of CPAs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| O’Gara Coach Company | Chief Financial Officer | Oct 2020 – Apr 2022 | Senior finance leadership in luxury auto retail; retired 2022 |
| Retail automobile businesses | Controller → VP/CFO; Board member (various firms) | 35+ years (not individually itemized) | Deep operating and financial management experience in retail auto |
| Price Waterhouse | Public accounting (staff/manager not specified) | 5 years | Foundation in audit/accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Junior Achievement | Nonprofit board/leadership (not specified) | Not disclosed | Community/nonprofit governance experience |
| Salvation Army | Nonprofit board/leadership (not specified) | Not disclosed | Community/nonprofit governance experience |
| Sacramento Children’s Museum | Nonprofit board/leadership (not specified) | Not disclosed | Community/nonprofit governance experience |
| Stanford Home for Children | Nonprofit board/leadership (not specified) | Not disclosed | Community/nonprofit governance experience |
| KVIE Public Television | Nonprofit board/leadership (not specified) | Not disclosed | Community/nonprofit governance experience |
| Dignity Health Sacramento Service Area Hospital Community Board | Community board member | Not disclosed | Healthcare community governance |
Board Governance
- Independence and leadership:
- Determined “independent” under NASDAQ rules; seven of eight directors are independent; Chairman/CEO roles are combined with a strong Independent Lead Director (Edward B. Sylvester) .
- Committees and roles:
- Member: Audit Committee; Employee Benefits and Compensation Committee; no chair roles disclosed .
- Meetings and attendance:
- 2024 meetings: Board (9), Audit (5), Employee Benefits & Compensation (5); every director attended ≥75% of aggregate board and committee meetings during their service period; Camsey was appointed Feb 22, 2024 .
- Risk oversight:
- Audit Committee leads risk oversight; Internal Audit and internal loan review functions report directly to the Audit Committee; as a member, Camsey participates in financial reporting and credit risk oversight .
| Governance Item | Detail |
|---|---|
| Independence (NASDAQ) | Independent |
| Board service start | Feb 22, 2024 |
| Committees | Audit; Employee Benefits & Compensation |
| Committee chair roles | None disclosed for Camsey |
| 2024 Board meetings | 9 |
| 2024 Audit meetings | 5 |
| 2024 EB&C meetings | 5 |
| Attendance statement | All directors ≥75% during service period |
| Lead Independent Director | Edward B. Sylvester; defined duties |
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual retainer (non-employee directors) | $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 (for chairs) | Cash |
| Total fees paid to Camsey (2024) | $34,567 | Partial year; appointed Feb 22, 2024 |
| Deferred compensation plan | Available to directors; interest credited; 2024 interest did not exceed 120% of long-term AFR | Cash deferral program |
Non-employee directors did not receive options or stock awards in 2024; none hold options or stock awards .
Performance Compensation
| Item | 2024 Status |
|---|---|
| Equity awards to non-employee directors (RSUs/PSUs/Options) | None; no equity granted or outstanding |
| Deferred compensation interest cap | ≤120% of long-term AFR in 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None; proxy states no nominee has served on another public company board in the past five years |
| External committee roles (public companies) | Not applicable |
| Interlocks/arrangements for director service | Company not aware of any agreements/arrangements relating to compensation or payment in connection with director candidacy/service |
Expertise & Qualifications
- BS, Business Administration/Accounting (CSU Sacramento) .
- CPA (inactive); member of AICPA and California Society of CPAs .
- 35+ years financial/operational leadership in retail auto; prior Price Waterhouse experience; retired 2022 .
- Serves on Audit and Employee Benefits & Compensation Committees, bringing financial acumen to oversight .
- Company notes his finance/administration background provides “financial expertise, management and entrepreneurial skills” to the Board .
Equity Ownership
| Holder | Sole Voting & Investment | Shared Voting & Investment | Right to Acquire (≤60 days from 12/31/24) | Total | % of Class |
|---|---|---|---|---|---|
| Martin Camsey | 0 | 0 | 0 | 0 | * (<0.1%) |
- Indirect beneficial ownership: 86 shares held by spouse; Camsey has no voting or investment power over these shares .
- Pledging: None of the directors’ shares are pledged except certain shares associated with the Chairman’s family trust; no pledging is attributed to Camsey .
- Anti-hedging policy: Prohibits directors from hedging or shorting company stock and from trading in derivatives on company securities .
Governance Assessment
-
Positive signals
- Independent status and placement on key oversight committees (Audit; EB&C) support board effectiveness and risk oversight .
- Attendance: Board states all directors met ≥75% attendance thresholds in 2024; Camsey served part-year after his Feb 22, 2024 appointment .
- Conflicts: No related-party transactions disclosed involving Camsey; Audit Committee reviews and must approve any such transactions; company discloses no third-party arrangements for director compensation/service .
- Compliance: Anti-hedging policy in place; no pledges by Camsey; Section 16(a) compliance issues disclosed only for another officer (late Form 4 for Mr. Baker) .
-
Watch items
- Alignment: Non-employee directors received no equity in 2024; Camsey’s beneficial ownership is minimal (only an indirect 86 shares via spouse without voting power), implying alignment is primarily through cash retainers/fees .
- Tenure: Newly appointed (Feb 2024); short board tenure may limit accumulated company-specific governance context vs. long-tenured peers .
- Board structure: Combined Chair/CEO persists (with a defined Lead Independent Director role); investors sometimes view combined roles as requiring strong independent counterbalances, which WABC addresses via independence levels and lead director duties .
-
Contextual shareholder sentiment
- Say-on-pay: 99.0% approval in the most recent cycle, indicating strong shareholder support for executive compensation practices; while not directly about director pay, it suggests overall governance/compensation alignment has been well-received .
Related-Party Exposure
- The company reports that certain insiders had ordinary-course banking transactions; disclosed preferential-rate employee mortgage loans applied to executives (not directors) under a legacy program; no related-party transactions are attributed to Camsey .
- The company is not aware of any agreement/arrangement with any person/entity (other than the company) relating to director compensation or payment for director candidacy/service .
Director Compensation Structure Details (for benchmarking)
| Element | Structure |
|---|---|
| Cash | $22,000 annual retainer; $1,200 per board meeting; $600 per committee meeting; +$250 per committee meeting for committee chairs |
| Equity | None granted to non-employee directors in 2024; none outstanding |
| Deferred comp | Available; 2024 interest credit ≤120% of long-term AFR |
RED FLAGS: None disclosed specific to Camsey (no related-party transactions, no pledging, no hedging). Potential alignment consideration: absence of director equity grants and minimal beneficial ownership for Camsey (indirect 86 shares) .