Michele Hassid
WESTAMERICA BANCORPORATIONAbout Michele Hassid
Michele Hassid (62) is an independent director at Westamerica Bancorporation (WABC) since 2019; she is Principal at Macias, Gini & O’Connell LLP (MGO), a Certified Public Accountant (CPA) and CGMA, with a B.A. in Accounting from San Francisco State University (honors), and is designated the Board’s Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eckhoff and Company | Managing Partner | 2013–2022 | Led firm operations and client financial/operational advisory following tenure since 1990 |
| Eckhoff and Company | Accounting professional | 1990–2013 | Progressed to leadership; client financial and operational assistance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Macias, Gini & O’Connell LLP (MGO) | Principal | 2022–present | Firm formed by merger with Eckhoff and Company in 2022 |
| Marin Leadership Foundation | Treasurer | Not disclosed | Community finance leadership |
| Congregation Ner Tamid (San Francisco) | Finance Committee Member | Not disclosed | Governance and finance committee engagement |
| AICPA; CALCPA | Member | Not disclosed | Professional memberships (CPA, CGMA credential holder) |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compliance, Executive, and Nominating Committees .
- Independence: Board determined Hassid (and Audit Committee members) are independent under NASDAQ rules; Hassid is designated Audit Committee “financial expert” .
- Risk oversight: Audit Committee oversees internal audit, loan review, and auditor independence; charter reaffirmed January 2025 .
- Engagement/attendance: Board met nine times in 2024; all directors attended at least 75% of Board and assigned committee meetings; all directors present at the 2024 Annual Meeting .
- Audit Committee report: Recommended inclusion of audited 2024 financials in Form 10-K; report signed by Hassid (Chair) and committee members .
- Auditor oversight: Crowe LLP audit fees were preapproved 100%; 2024 total fees $747,247; no use of de minimis exception .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 5 | Independent; Hassid designated financial expert; charter reaffirmed Jan 2025 |
| Compliance | Member | 4 | Board risk oversight participation |
| Nominating | Member | 1 | Annual board evaluation discussed and presented by Nominating Committee |
| Executive | Member | 9 | Delegated Board authority between meetings |
Fixed Compensation
- Structure: Annual retainer $22,000; $1,200 per Board meeting; $600 per committee meeting; Committee Chair receives an additional $250 per committee meeting; eligible to defer director compensation under the Deferred Compensation Plan .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned Paid in Cash ($) | $44,600 | $46,650 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | — | — |
| Total ($) | $44,600 | $46,650 |
Performance Compensation
- Directors received no stock awards or options in 2023 or 2024; none hold options or stock awards; no performance-linked components disclosed for director pay .
- Deferred compensation: Plan permits deferrals with interest credited; no excess interest credited for Hassid in 2024 (shown as “—”) .
| Equity/Option Awards | 2023 | 2024 |
|---|---|---|
| Stock awards granted | None | None |
| Option awards granted | None | None |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards (past 5 years) | None; “no nominee has served on the Board of Directors of another public company during the past five years” |
| Compensation committee consultant conflicts | Compensation Committee did not retain outside consultants; can request assistance as needed |
| Related-party arrangements for director service | Company not aware of any agreements/arrangements compensating directors from third parties per NASDAQ Rule 5250(b)(3) |
Expertise & Qualifications
- CPA and CGMA; BA in Accounting (San Francisco State University, honors); graduate of San Rafael Leadership Institute .
- Designated Audit Committee financial expert with competencies in GAAP, internal control over financial reporting, and audit committee functions .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Pledged? | Options Held |
|---|---|---|---|---|
| Michele Hassid | 623 | <0.1% (“*”) | None disclosed (pledging noted only for Payne’s trust) | None (no options outstanding for directors) |
Governance Assessment
- Strengths: Independent audit chair and SEC-designated financial expert; direct oversight of internal audit, loan review, and external auditor independence; formal charter reaffirmed and comprehensive preapproval policies; Audit Committee report signed by Hassid indicates active engagement .
- Alignment: Cash-only director compensation with no equity awards in 2023–2024; modest beneficial ownership (623 shares, <0.1%), potentially weaker equity alignment compared to equity-retainer models; anti-hedging/anti-pledging policy mitigates hedging/pledging risks .
- Independence and conflicts: Board affirms Hassid’s independence; Company discloses no related-party transactions or third-party director compensation arrangements; Hassid’s principal role at MGO is disclosed with no identified WABC engagements—reduces conflict risk signal .
- Attendance/engagement: Board met nine times in 2024; all directors met at least the 75% attendance threshold and attended the Annual Meeting, supporting engagement expectations .
RED FLAGS to monitor: Low personal share ownership and absence of equity-based director compensation may reduce long-term alignment; continued confirmation of no related-party transactions with accounting firms linked to Hassid (MGO/Eckhoff) should be monitored in future proxies .