Melanie Martella Chiesa
WESTAMERICA BANCORPORATIONAbout Melanie Martella Chiesa
Melanie Martella Chiesa (58) has served as a Director of Westamerica Bancorporation since 2020. She is an optometrist in private practice at Ceres Eye Care (Ceres, CA), and holds a Doctor of Optometry from UC Berkeley, along with B.S. degrees in food science and nutrition, functional biology, and visual sciences. She currently chairs the Employee Benefits and Compensation Committee and serves on the Loan and Investment Committee and the Compliance Committee; her background includes ownership and governance roles in Central Valley agriculture businesses and community philanthropy. These credentials bring expertise in healthcare, agriculture, and local market issues aligned with one of Westamerica Bank’s primary markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ceres Eye Care (private practice) | Optometrist | Not disclosed | Patient care leadership |
| Stanislaus Community Foundation | Past Director; chaired Board, Executive Governance, Scholarship; continues on Asset Development & Governance Committees | Not disclosed | Governance leadership; community philanthropy |
| Gallo Center for the Arts | Trustee (past) | Not disclosed | Community/cultural governance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Martella Farms, Inc. | Owner and Board Member | Private | Family walnut/almond farming operations |
| Ag Commodities | Owner and Board Member | Private | Agriculture-related enterprise |
| Grower Direct Nut, Inc. | Owner and Board Member | Private | Nut industry operations |
| ARK Development | Owner and Board Member | Private | Private enterprise (development) |
| Nutty Gourmet Nut Company | Owner and Board Member | Private | Nut products |
| Other public company boards (last 5 years) | None disclosed for nominees | Public | Proxy notes no nominee served on another public company board in past five years |
Board Governance
- Independence: The Board determined Melanie M. Chiesa is independent under NASDAQ rules .
- Committee assignments: Chair, Employee Benefits & Compensation; Member, Loan & Investment; Member, Compliance .
- Committee scope: Loan & Investment reviews major loans and investment policies; Compliance oversees the Compliance Management System; Compensation Committee governed by a written charter (reaffirmed Jan 2025), with authority to seek internal/external advisors and historically no outside consultants retained .
- Meetings and attendance: Board met 9 times in 2024; each Director attended at least 75% of Board and assigned Committee meetings; non-management Directors meet at least four times annually outside the presence of the Chairman/CEO .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Employee Benefits & Compensation | Chair | 5 |
| Loan & Investment | Member | 9 |
| Compliance | Member | 4 |
Fixed Compensation
- Structure: Annual retainer $22,000; $1,200 per Board meeting attended; $600 per Committee meeting attended; Committee Chair premium $250 per Committee meeting; directors reimbursed for expenses; no equity awards granted to non-employee Directors in 2024 .
| Director | Annual Retainer ($) | Board Meeting Fee ($) | Committee Meeting Fee ($) | Chair Premium per Committee Mtg ($) | Total Fees Earned 2024 ($) |
|---|---|---|---|---|---|
| Melanie Martella Chiesa | 22,000 | 1,200 per meeting | 600 per meeting | 250 per meeting | 46,050 |
- Deferred compensation: Non-employee Directors may defer compensation; interest credited did not exceed 120% of long-term AFR (with compounding) in 2024 .
Performance Compensation
- Equity awards: None for non-employee Directors in 2024; none hold any options or stock awards .
- Performance metrics: Not applicable for Director pay (cash retainer and meeting-based fees only) .
| Category | Details |
|---|---|
| Stock awards (RSUs/PSUs) | None in 2024 for non-employee Directors |
| Options | None in 2024; none outstanding |
| Performance metrics linked to Director pay | Not applicable (cash-based) |
Other Directorships & Interlocks
- Public company boards: None disclosed for nominees in the past five years .
- Compensation Committee interlocks: For 2024, the Compensation Committee comprised Melanie M. Chiesa, Alisa Belew, and Inez Wondeh; no member served as an officer/employee of WABC in the last fiscal year or on another entity’s compensation committee where a WABC executive served, and no WABC executive served on another entity’s board/comp committee where reciprocal interlocks existed .
Expertise & Qualifications
- Sectoral expertise: Agriculture and healthcare, with governance roles in regional nonprofits; brings understanding of Central Valley market dynamics relevant to Westamerica Bank’s primary markets .
- Education: Doctor of Optometry (UC Berkeley); B.S. degrees in food science and nutrition, functional biology, and visual sciences .
Equity Ownership
| Holder | Sole Voting/Investment Power (shares) | Shared Voting/Investment Power (shares) | Right to Acquire within 60 days (shares) | Total (shares) | Percent of Class |
|---|---|---|---|---|---|
| Melanie Martella Chiesa | 250 | — | — | 250 | * (less than 0.1%) |
- Pledging/hedging: Company maintains an Insider Trading and Anti-Hedging/Anti-Pledging Policy; hedging transactions (short sales, derivatives, etc.) are prohibited for directors, officers, and employees . None of the shares held by Directors/Officers are pledged, except 84,439 shares in a family trust controlled by the Chairman (see Red Flags) .
Governance Assessment
- Strengths: Independent status; chairs key Compensation Committee with charter reaffirmed and no external consultant dependency; formal oversight of compliance and lending policy; board conducts annual evaluations; non-management directors hold regular executive sessions; high shareholder support for say-on-pay (99.0% approval last year) suggests alignment with investors .
- Alignment considerations: Director compensation is entirely cash-based with no annual equity grants; personal ownership is minimal (250 shares, <0.1%), which may limit “skin in the game” alignment versus boards that require/award equity to directors .
- Interlocks and conflicts: No compensation committee interlocks; related party transactions are subject to Audit Committee review per charter; Company reports no third-party agreements regarding director service compensation; ordinary-course banking relationships disclosed to be at market terms and normal risk .
- RED FLAGS:
- Board-level pledging: 84,439 shares are pledged within a family trust controlled by the Chairman, David L. Payne; while the Company asserts control mitigates pecuniary change if foreclosed, pledging at the board level is typically a governance negative; policy framework references anti-pledging, yet the proxy notes this exception in the Chairman’s trust .
- Combined Chair/CEO: The Board maintains combined Chair/CEO roles (since 1989), offset by a Lead Independent Director and committee leadership; investors may prefer separation for enhanced oversight in financial institutions .
Implications: Chiesa’s independence, committee leadership, and policy oversight support board effectiveness. However, lack of equity-based director compensation and very low personal shareholdings reduce direct alignment, and the Chairman’s pledged shares represent a board-level risk signal despite the company’s anti-hedging/anti-pledging framework .
Say-on-Pay & Compensation Framework Signals
- Shareholder support: 99.0% approval on say-on-pay in the prior year .
- Plan features: Equity plan disallows option repricing; includes share limits and clawback provision, indicating attention to pay discipline and recovery mechanisms .
- Committee report: As Compensation Committee Chair, Chiesa signed the report recommending inclusion of CD&A in the Proxy and Form 10-K .
Related Party & Policy Controls
- Audit Committee reviews Item 404 related party transactions; NASDAQ disclosure of any third-party director compensation agreements required, and none are reported; Code of Conduct restricts affiliated transactions .
- Ordinary-course banking transactions with directors/executives occurred on substantially the same terms as for non-related parties; Employee Loan Program discounts apply to employees (mortgage rates -1% vs prevailing), not non-employee directors; executive officer loans disclosed under regulatory limits .