United States securities and exchange commission logo
September 14, 2023
David Payne
Chief Executive Officer
Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, California 94901
Re: Westamerica
Bancorporation
Definitive Proxy
Statement on Schedule 14A
Filed March 17,
2023
File No. 001-09383
Dear David Payne:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed March 17, 2023
Pay versus Performance, page 26
1. Refer to the
reconciliation tables in the footnotes to your pay versus performance table. It
is unclear what amounts
are reflected in the rows titled "Year over year change in fair
value of outstanding
and unvested equity awards" and "Year over year change of equity
awards granted in prior
years that vested in the year." Specifically, equity awards granted
in prior years that
remain unvested or that vest during the relevant year should be valued
as the difference
between the fair value as of the end of the prior fiscal year and the end of
the fiscal year or the
vesting date, not the "year over year" change in value. Please ensure
that your table
headings reflect accurately the amounts used to calculate compensation
actually paid. Refer to
Item 402(v)(2)(C)(iv) of Regulation S-K.
2. It appears that you
have failed to provide the relationship disclosures required by
Regulation S-K Item
402(v)(5). Please provide this required disclosure in its entirety.
Although you may
provide this information graphically, narratively, or a combination of
the two, this
disclosure must be separate from the pay versus performance table required
by Regulation S-K Item
402(v)(1) and must provide a clear description of each separate
relationship indicated
in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not
sufficient to state
that no relationship exists, even if a particular measure is not used in
setting compensation.
David Payne
Westamerica Bancorporation
September 14, 2023
Page 2
3. We note that you have included "Return on Equity" in your pay versus
performance table
as your Company-Selected Measure pursuant to Regulation S-K Item
402(v)(2)(vi), but
you have included "Return on Average Equity" in the Tabular List
provided pursuant to
Regulation S-K Item 402(v)(6). Please ensure your Company-Selected
Measure is
described correctly and included in the Tabular List.
Please contact Jane Park at 202-551-7439 or Jennifer Zepralka at
202-551-2243 with any
questions.
FirstName LastNameDavid Payne Sincerely,
Comapany NameWestamerica Bancorporation
Division of
Corporation Finance
September 14, 2023 Page 2 Disclosure Review
Program
FirstName LastName