West Bancorporation Inc DEF 14A, filed Mar 7, 2023

West Bancorporation Inc (WTBA)

DEF 14A 2023-03-07

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Added on June 12, 2026

About this DEF 14A

West Bancorporation Inc filed this DEF 14A on March 7, 2023.

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o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Under Rule 14a-12


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			(4) Proposed maximum aggregate value of transaction:
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o			Fee paid previously with preliminary materials.
o			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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						Meeting Information

						Date & Time
Notice of 2023 Annual Meeting of Stockholders						Thursday, April 27, 2023
						4:00 p.m. Central time

						Address
						David L. Miller Conference Center
YOUR VOTE IS IMPORTANT						1601 22nd Street
Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the meeting by following the instructions from your Notice of Internet Availability or proxy card, as applicable.						West Des Moines, IA 50266

						Record Date
						February 17, 2023


ü			The positions of Chair and Chief Executive Officer are separately held.
ü			Our Chair is independent.
ü			We impose a director age limit of 73.
ü			Only independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance committees of the Company Board.
ü			Executive sessions of the independent directors are available at all Board meetings and are scheduled at least four times per year.
ü			Board and committee performance evaluations are completed annually.
ü			Ongoing and active risk oversight is performed by a separate Risk Management and Information Technology Committee.
ü			We consider diversity of skills, backgrounds, and perspectives, including diversity with respect to gender, ethnicity and areas of expertise in Board composition.
ü			Directors have a variety of experiences, skills and geographic knowledge that match the Company’s strategic direction and are important parts of the Board’s oversight of the Company.
ü			The Company Board and its committees have access to independent experts and advisors.
ü			We utilize the services of an independent compensation consultant.


Element	Base Salary	Annual Cash Incentives	Long-Term Equity Incentives	Other
CEO Mix %	41%	25%	31%	3%
Average Other NEO Mix %	36%	22%	39%	3%
Highlights	•Fixed compensation set to be competitive within our industry. •Adjusted annually based on numerous factors, including scope of an executive officer’s responsibilities, demonstrated performance and relevant market data. •2022 adjustment was 6.0 percent for the CEO and 6.1-9.1 percent for the other NEOs.	•Annual cash bonus opportunity intended to motivate and reward executives for the achievement of certain business goals and strategies. •Primarily based on: •the Company’s net profit and •the Company’s performance relative to its peer group based on return on average equity, efficiency ratio and nonperforming assets ratio. •No changes have been made to the maximum eligible amount of cash bonus for 2022, which has been 60 percent of base salary for several years.	•Award of time-based and performance-based RSUs that incentivize executives to deliver long-term value, while also providing a retention vehicle for our executives. •In 2022, grants for our NEOs were 50 percent performance-based and 50 percent time-based RSUs. •The 2022 time-based RSUs vest ratably over five years. •The 2022 performance-based RSUs cliff vest at the end of three years in accordance with the award performance criteria.


			PROPOSAL 1. Election of Directors.			Our Board recommends a vote FOR each director nominee.


			PROPOSAL 2. Approve the 2022 compensation of the Company’s named executive officers.			Our Board recommends a vote FOR this proposal.


ü			We pay for performance.
ü			We align executives’ financial interests with stockholders’ interests whenever possible.
ü			Our programs support the Company’s and West Bank’s values, strategy and development of employees.
ü			Our compensation practices foster a team approach among named executive officers.
ü			Our compensation practices help us attract and retain leaders capable of delivering superior business results.
ü			We provide competitive cash and total compensation opportunities and benefits compared to peers.
ü			We attempt to adhere to the highest legal and ethical standards.
ü			All of the members of the Compensation Committee are independent.
ü			Named executive officers are subject to share ownership and retention restrictions.



$46,399	$2.76	$1.00	20.71%	43.70%	0.01%
Net Income (in thousands)	Diluted Earnings Per Share	Dividend Per Share	Return On Average Equity	Efficiency Ratio	Total Nonperforming Assets Ratio


			PROPOSAL 3. Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2023.			Our Board recommends a vote FOR this proposal.


P ROPOSAL 1. ELECTION OF DIRECTORS			3

GOVERNANCE AND BOARD OF DIRECTORS			11
General			11
Committees of the Board of Directors			12
Code of Ethics			14
Environmenta l, Social and Governance Efforts			15
Board Leadership Structure			17
Board's Role in Risk Oversight			17
Nominating and Corporate Governance Committee Report			18
Director Compensation			19
Executive Officers of the Company			21
Security Ownership of Certain Beneficial Owners and Executive Officers			23
Other Beneficial Owners			24
Section 16 Reporting			24
Changes in Control			24

EXECUTIVE COMPENSATION			25
Compensation Discussion & Analysis			25
Compensation Committee Report			37
Summary Compensation Table			38
Grants of Plan-Based Awards			39
Outstanding Equity Awards at Fiscal Year End			40
Option Exercises and Stock Vested			41
Nonqualified Deferred Compensation			41
Potential Payments Upon Termination or Change in Control			42
CEO Pay Ratio			45
Pay Versus Performance			45
Compensation Committee Interlocks and Insider Participation			47

PROPOSAL 2. APPROVE THE 202 2 C OMPENSATION OF THE COMPANY ’S NAMED EXECUTIVE OFFICERS			48

INDEPENDENT REGISTERED PUBLIC ACCOUN TING FIRM FEES AND SERVICES			49
PROPOSAL 3. R ATIFY THE APPOINTMENT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM			49
Audit Fees			50
Audit Committee Report			50

GENERAL MATTERS			51
Questions and Answers			51
Certain Relationships and Related Transactions			53
202 4 Stockholder Proposals			54
Stockholder Communications			55


83% Independent Directors			64 Average Age			7 years Average Tenure			25% Female Representation


ü			The Board recommends a vote “FOR” each of the nominees listed in the table below. Properly executed proxies will be voted “FOR” the election of the listed individuals, unless contrary instructions are given.


	Patrick J. Donovan St. Paul, Minnesota
	Age:	69
	Director of the Company Since:	2019
	Director of West Bank Since:	2019
	2022 Committee:	Risk Management and Information Technology
	We consider Mr. Donovan to be a qualified candidate for service on the Board and committee on which he serves because of his extensive background in the banking industry spanning nearly four decades and his familiarity with the Minnesota business community.
Prior to retirement, Mr. Donovan was the President and Chief Executive Officer and a board member of Bremer Financial Corporation, a regional financial services company with locations throughout Minnesota, North Dakota and Wisconsin. He started with Bremer in 2003 as its Chief Operating Officer and became its Chief Executive Officer and a board member in 2009. He retired from Bremer on December 31, 2016.
Mr. Donovan is a former member of the Federal Advisory Council for the Board of Governors of the Federal Reserve System.


	Lisa J. Elming Johnston, Iowa
	Age:	62
	Director of the Company Since:	2021
	Director of West Bank Since:	2021
	2022 Committee:	Risk Management and Information Technology
	We consider Ms. Elming to be a qualified candidate for service on the Board and committee on which she serves because of her extensive knowledge and over 35 years of experience as an information technology expert.
Prior to her retirement, Ms. Elming was the Director of Information Technology at Pioneer Hybrid International, a publicly traded global provider of seeds and agriculture services, from 2012 to 2017, where she led the information technology team that supported all Pioneer business activities in the United States, Mexico and Brazil. Pioneer is now part of Corteva Agriscience.


	Therese M. Vaughan Des Moines, Iowa
	Age:	66
	Director of the Company Since:	2019
	Director of West Bank Since:	2019
	2022 Committees:	Audit Nominating and Corporate Governance (Chair)
	We consider Dr. Vaughan to be a qualified candidate for service on the Board and committees on which she serves because of her extensive experience with public companies and her leadership in the financial services industry.
Dr. Vaughan has served as the Professional Director of the Vaughan Institute of Risk Management at the University of Iowa’s Tippie College of Business since September 1, 2021.
Dr. Vaughan was an Executive in Residence at Drake University until August 2021. She was the Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science at Drake University from August 2017 to August 2019. From June 2014 to June 2017, Dr. Vaughan served as the Interim Dean and then the Dean of Drake’s College of Business and Public Administration.
Dr. Vaughan is a leading expert in insurance regulation, having served as Chief Executive Officer of the National Association of Insurance Commissioners from February 2009 to November 2012 and as Commissioner of the Iowa Insurance Division, directing all insurance business transacted in the State of Iowa, from August 1994 to December 2004. Dr. Vaughan is an Associate of the Society of Actuaries, a Chartered Property Casualty Underwriter and an Associate of the Casualty Actuarial Society. Dr. Vaughan is an audit committee financial expert.
Dr. Vaughan has served on the boards of directors of Verisk Analytics, Inc., a data analytics provider and public company, since February 2013, and Wellmark Blue Cross and Blue Shield since May 2013. Dr. Vaughan serves on the compensation, executive and nominating and governance committees for Verisk Analytics, Inc. and on the audit and compensation committees of Wellmark Blue Cross and Blue Shield. Dr. Vaughan also serves on the board of directors of American International Group, Inc., a public company that is a global organization, and currently serves on the compensation and management resources committee, as well as the risk and capital committee.
Dr. Vaughan has previously served on the boards of directors of Validus Holdings, Ltd., an insurance company and public company, Principal Financial Group, Inc., an investment management company and public company, and Endurance Specialty Holdings Ltd., a holding company for insurance companies and a public company.


Board Diversity Matrix as of December 31, 2022
Total Number of Directors	13
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	10	—	—
Park II: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	10	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—


Board Diversity Matrix as of December 31, 2021
Total Number of Directors	11
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	9	—	—
Park II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	9	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—


Nominating and Corporate Governance Committee
•Three meetings held in 2022. •As required by the charter of the Nominating and Corporate Governance Committee, the members of the Nominating and Corporate Governance Committee are appointed by the Board. •Each of the Nominating and Corporate Governance Committee members is considered “independent” as defined by Nasdaq listing requirements.



Primary functions
•Makes recommendations to the Board regarding the composition and structure of the Board and nominations for election of directors, including the director nominees proposed in this proxy statement. •Develops policies and processes regarding principles of corporate governance. •Oversees the Company’s practices and reporting with respect to environmental, social and governance matters.			•Will consider for nomination at the 2024 annual meeting of stockholders, as part of its nomination process, any director candidate recommended by a stockholder who follows the procedures described in the “General Matters—2024 Stockholder Proposals” section of this proxy statement. •Reviews succession planning at least annually. •Provides educational resources to the board including training on cybersecurity and corporate governance.
The Nominating and Corporate Governance Committee follows the process described below when identifying and evaluating nominees to the Board: Procedures for identifying candidates include: (a) reviewing current directors of the Company; (b) reviewing current directors of West Bank; (c) soliciting input from existing directors and executive officers; and (d) reviewing submissions from stockholders, if any. The following criteria will be considered when evaluating nominee candidates, including candidates recommended by stockholders: (a) Composition The Board should be composed of: 1.Directors chosen with a view of bringing to the Board a variety of experiences and backgrounds; 2.Directors who have a high level of managerial experience or are accustomed to dealing with complex challenges; and 3.Directors who will represent the best interests of the stockholders as a whole rather than special interest groups or constituencies, while also taking into consideration the assessment of the overall composition and needs of the Board. The Nominating and Corporate Governance Committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members, to determine if they meet the Company’s age eligibility requirements (a person who has attained or will attain age 73 on or before the date of the annual stockholders’ meeting is not eligible for election to the Board) and to determine whether they are “independent” in accordance with SEC rules and Nasdaq listing requirements. A majority of the Board’s directors are required to be independent under the criteria for independence created by the SEC and Nasdaq. We do not have a specific policy relating to the consideration of diversity in identifying director candidates. However, the Nominating and Corporate Governance Committee considers diversity in the composition of our Board in its director nomination process, including nominee skills, backgrounds and perspectives, including diversity with respect to gender, ethnicity and areas of expertise. The Nominating and Corporate Governance Committee has not engaged a search firm to assist in the identification of director candidates. (b) Selection Criteria In considering possible candidates for nomination as a director, the Nominating and Corporate Governance Committee considers the following general guidelines and criteria: 1.Each director should be of the highest character and integrity, have experience at or demonstrated understanding of strategy/policy setting and have a reputation for working constructively with others; 2.Each director should have sufficient time available to devote to the affairs of the Company in order to effectively carry out the responsibilities of a director; 3.Each director should be free of any conflict of interest that would interfere with the proper performance of his or her responsibilities as a director, including his or her responsibilities as a member of any committee of the Board; and 4.The Chief Executive Officer is expected to be a director. Other members of senior management may be nominated to be directors, but Board membership is not necessary or a prerequisite for other senior executive positions. The Nominating and Corporate Governance Committee evaluates all candidates in the same way, reviewing the aforementioned factors, among others, regardless of the source of such candidates, including stockholder recommendations. Because of this, there is no separate policy with regard to consideration of candidates recommended by stockholders.


	Steven K. Gaer West Des Moines, Iowa
	Age:	62
	Director of the Company Since:	2011
	Director of West Bank Since:	2011
	2022 Committee:	Compensation (Chair)
	We consider Mr. Gaer to be a qualified candidate for service on the Board and committee on which he serves because of his extensive knowledge of commercial real estate structuring, development, financing and underwriting.
Mr. Gaer became the President of Recoop Disaster Insurance in 2022 and a member of their Board of Managers in July 2022. Mr. Gaer currently serves on the Drake Law School Board of Counselors.
Mr. Gaer was the Chief Operating Officer and General Counsel for R&R Realty Group, Iowa’s largest commercial real estate development, management and investment company until his retirement in August 2022. Mr. Gaer was the Mayor of the City of West Des Moines, Iowa, a position he held from April 2007 until December 2021.


	Douglas R. Gulling Urbandale, Iowa
	Age:	69
	Director of the Company Since:	2022
	Director of West Bank Since:	2005
	2022 Committee:	Risk Management and Information Technology
	We consider Mr. Gulling to be a qualified candidate for service on the Board and the committee on which he serves because of his experience as the retired Chief Financial Officer and Executive Vice President of the Company and his extensive experience in banking.
Mr. Gulling is the retired Chief Financial Officer, Executive Vice President and Treasurer of the Company. His retirement was effective December 31, 2021 after four decades in banking. Mr. Gulling remains a non-executive employee of West Bank. He is the Bank Building Construction Administrator with primary duties related to the construction of the new headquarters building in West Des Moines, Iowa. Mr. Gulling is a Certified Public Accountant (inactive).


	Sean P. McMurray Clive, Iowa
	Age:	55
	Director of the Company Since:	2013
	Director of West Bank Since:	2013
	2022 Committees:	Compensation Risk Management and Information Technology (Chair)
	We consider Mr. McMurray to be a qualified candidate for service on the Board and committees on which he serves because of his extensive knowledge and experience as an information technology expert in a wide array of service industries.
Mr. McMurray is the Chief Technology Officer - Emeritus of Businessolver, Inc., a position he has held since 2017. Businessolver, Inc. is a human resources benefits administration technology company that he helped found in 1998.
Mr. McMurray was the Chief Executive Officer of AgSolver, Inc., a technology company, from May 2013 until October 2017. Mr. McMurray founded DataVision Resources and served as its Chief Executive Officer for 15 years until DataVision Resources was acquired by Equifax, Inc. in 2011. He served as a Senior Vice President at Equifax, Inc. until May 2013. Mr. McMurray helped to build and design the business platforms for Businessolver, Inc. and AgSolver, Inc.


	George D. Milligan Des Moines, Iowa
	Age:	66
	Director of the Company Since:	2005
	Director of West Bank Since:	1994
	2022 Committee:	Nominating and Corporate Governance
	We consider Mr. Milligan to be a qualified candidate for service on the Board and committee on which he serves because of his extensive knowledge of commercial real estate financing and underwriting.
Mr. Milligan is the President of The Graham Group, Inc., a position he has held since 1985. The Graham Group, Inc. is a Des Moines, Iowa-based real estate development and investment company.
Mr. Milligan is a board member and member of the audit committee, executive committee, nominating and governance committee (Chair) and investment committee of the public company United Fire Group, Inc. of Cedar Rapids, Iowa, a property and casualty insurance company.


	David D. Nelson West Des Moines, Iowa
	Age:	62
	Director of the Company Since:	2010
	Director of West Bank Since:	2010
	2022 Committee:	—
	We consider Mr. Nelson to be a qualified candidate for service on the Board because of his experience as the Chief Executive Officer and President of the Company, his extensive experience in banking and his strong backgrounds in customer relationship building, credit and leadership development.
Mr. Nelson is the Chief Executive Officer and President of the Company and Chair and Chief Executive Officer of West Bank.
Prior to joining the Company on April 1, 2010, Mr. Nelson was the President of Southeast Minnesota Business Banking and President of Wells Fargo Bank Rochester in Rochester, Minnesota. He has more than 35 years of experience in commercial banking.
Mr. Nelson serves on the Board of the American Bankers Association and is a member of the Government Relations Council and the Community Bankers Council. He is the past chair and ex-officio member of the Iowa Bankers Association.


	James W. Noyce, Chair West Des Moines, Iowa
	Age:	67
	Director of the Company Since:	2009
	Director of West Bank Since:	2009
	2022 Committees:	Audit Nominating and Corporate Governance
	We consider Mr. Noyce to be a qualified candidate for service on the Board and committees on which he serves because of his knowledge and experience with public companies, his extensive financial services industry experience and his education and training as an accountant.
Mr. Noyce has been the Chair of the Company since April 2018 and was previously Vice Chairman from April 2017 to April 2018.
Mr. Noyce has over 40 years of experience in the financial services industry and previously served as the Chief Executive Officer of FBL Financial Group, Inc., a publicly traded financial services company, and Farm Bureau Financial Services Companies from January 2007 through his retirement in April 2009, and Chief Financial Officer of these entities from January 1996 through December 2006. Prior to that, Mr. Noyce held various positions with FBL Financial Group, Inc. and Farm Bureau Financial Services Companies, including Controller and Vice President. He served on the Advisory Committee to Farm Bureau Bank for approximately seven years until May 2009.
Mr. Noyce is the Chair of the Board of the public company United Fire Group, Inc. of Cedar Rapids, Iowa, a property and casualty insurance company. He also serves as a member of the audit, executive, compensation and nominating and governance committees.
Mr. Noyce is an audit committee financial expert and served as Chair of the Audit Committee from April 2010 until April 2018. Mr. Noyce is a Certified Public Accountant (inactive), a Fellow of the Casualty Actuarial Society and an Associate of the Society of Actuaries.


	Rosemary Parson Urbandale, Iowa
	Age:	65
	Director of the Company Since:	2022
	Director of West Bank Since:	2022
	2022 Committees:	Audit Risk Management and Information Technology
	We consider Ms. Parson to be a qualified candidate for service on the Board and the committees on which she serves because of her extensive experience as an executive leader in business operations in the financial services industry.
Ms. Parson has been the Senior Vice President of Policy Administration and Community Relations at EquiTrust Life Insurance Company since January 2014 and has been a vice president since 2003. As a charter member of the organization, Ms. Parson established business structures and operational practices. As the leader of administration, she oversees agency, new business, in force claims payout and call center administration.


	Steven T. Schuler Urbandale, Iowa
	Age:	71
	Director of the Company Since:	2018
	Director of West Bank Since:	2018
	2022 Committees:	Audit (Chair) Compensation
	We consider Mr. Schuler to be a qualified candidate for service on the Board and committees on which he serves because of his extensive experience with public companies, his knowledge of the financial services industry and his education and training as an accountant.
Mr. Schuler was an executive officer of the Federal Home Loan Bank of Des Moines (the “FHLB”) from September 2006 through his retirement in January 2017. Mr. Schuler served as Executive Vice President and Chief Financial Officer of the FHLB from September 2006 until June 2015; Executive Vice President, Chief Financial Officer and Chief Operations Officer from June 2015 until June 2016; and Executive Vice President and Chief Operations Officer from June 2016 through his retirement in January 2017. Mr. Schuler had management responsibility for accounting and financial reporting, planning and budgeting, treasury and capital markets, information technology, facilities administration and business process management. Mr. Schuler was an independent contractor from January 2017 to December 2017.
Prior to joining the FHLB, Mr. Schuler served in various accounting and financial management positions in the commercial banking and wireless technology industries.
Mr. Schuler is an audit committee financial expert and serves as Chair of the Audit Committee. Mr. Schuler is a Certified Public Accountant (inactive).


	Philip Jason Worth West Des Moines, Iowa
	Age:	51
	Director of the Company Since:	2013
	Director of West Bank Since:	2011
	2022 Committee:	—
	We consider Mr. Worth to be a qualified candidate for service on the Board because of his extensive knowledge of the real estate construction industry in the Company’s Iowa markets.
Mr. Worth is the President of Gilcrest/Jewett Lumber Company, a position he has held since January 2022. He previously served as General Manager. Gilcrest/Jewett Lumber Company supplies building materials to general contractors and homeowners in central and eastern Iowa and employs over 300 people at four retail locations. The company focuses on building strong, lasting relationships, extending and managing its own credit and staying active in the communities it serves.


l Board independence...................			If all nominees are elected, 10 of our 12 directors will be independent.
l Board performance.....................			The Board and committees annually assess their performance through self-evaluation.
l Board committees.......................			Only independent directors serve on committees of the Company Board, with the exception of Mr. Gulling, who serves on the Risk Management and Information Technology Committee.
l Leadership structure...................			The positions of Chair and Chief Executive Officer are separately held.
l Risk oversight.............................			The Board is responsible for monitoring key risks and oversees management.
l Open communication.................			We encourage open communication among our stockholders, directors and management.
l Stock ownership.........................			Directors and named executive officers are required to hold Company stock. Non-employee directors are required to hold Company stock totaling three times their annual cash retainer.
l Accountability to stockholders...			We elect all directors annually.
l Succession planning...................			The Board actively plans for our director and management succession.
l Executive session.......................			Executive sessions of the independent directors are available at all meetings and are scheduled at least four times per year.


Audit Committee
•Four meetings held in 2022. •Four separate executive sessions with internal and independent auditors in 2022. •As required by the charter of the Audit Committee, the members of the Audit Committee are appointed by the Board. •Each of the Audit Committee members is considered “independent” as defined by Nasdaq listing requirements and Rule 10A-3 of the Exchange Act, as required for audit committee membership. Mr. Schuler, Mr. Noyce and Dr. Vaughan are “audit committee financial experts,” as defined in the Sarbanes-Oxley Act of 2002 and related regulations, based on their level of education and work experience, as described previously in this proxy statement. Mr. Noyce also serves on the audit committee of another public company, United Fire Group, Inc.


Primary functions
•Selects the independent registered public accountant.. •Reviews the Company’s financial reporting, internal control functions and risk assessment. •Reviews its charter at least annually and recommends changes to the Board when it deems any changes are necessary. •Has authority to retain special legal, accounting or other consultants as it deems appropriate or necessary.			•Reviews with the independent registered public accountants the plan, scope and results of the independent registered public accountants’ services and approves their fees. •Prepared to meet privately at any other time at the request of the independent registered public accountants, internal auditors or members of management to review any special situation arising on any of the above subjects.


Compensation Committee
•Three meetings held in 2022. •As required by the charter of the Compensation Committee, the members of the Compensation Committee are appointed by the Board. •Each of the Compensation Committee members is considered “independent” as defined by Nasdaq listing requirements and a “non-employee” director under Section 16 of the Exchange Act and the rules promulgated thereunder.



Primary functions
•Makes compensation recommendations to the Board concerning the amount and the form of director compensation. The Board ultimately determines director compensation. •Determines the compensation plans for the named executive officers. •Reviews matters relating to human capital management including company culture, talent development and diversity and inclusion initiatives.			•Annually reviews the Company’s compensation and benefit programs, including compensation for the named executive officers. •May delegate any of its authorities to a sub-committee but has not done so to date. •Has authority to retain consultants and advisors, which it does periodically.

The Compensation Committee has retained McLagan Partners, Inc. (“McLagan”), a highly specialized, industry-focused team within Aon PLC’s Human Capital Solutions business, to provide the Compensation Committee with independent, objective analyses and professional opinions on executive compensation matters. McLagan has been determined by the Compensation Committee to be independent and reports directly to the Chair of the Compensation Committee. McLagan provides input on marketplace trends and best practices relating to competitive pay levels, as well as developments in regulatory and technical matters, assists the Company in preparing this proxy statement, and otherwise provides no other services to the Company.


Risk Management and Information Technology Committee
•Four meetings held in 2022. •As required by the charter of the Risk Management and Information Technology Committee, the members of the Committee are appointed by the Board. •Each of the Risk Management and Information Technology Committee members is considered “independent” as defined by Nasdaq listing requirements, except for Mr. Gulling.



Primary functions
•Charged with being the primary Board committee to actively identify and assess the risks and technology issues facing the Company and oversee the development, implementation and monitoring of the enterprise risk management process for the Company and West Bank. •Reviews its charter at least annually and recommends changes to the Board when it deems any changes are necessary.			•Regularly reviews reports related to strategic, credit, market, liquidity, operational, information security and technology, legal, compliance, investment, financial, reputational and other risks facing the Company. •Annually reviews policies and procedures regarding risk management, including information technology and safety, liquidity, business continuity and regulatory policies.


The Board performs its risk oversight function through the Audit, Compensation, Nominating and Corporate Governance and Risk Management and Information Technology Committees, which report to the whole Board and are composed solely of independent directors, with the exception of Mr. Gulling as a member of the Risk Management and Information Technology Committee. This structure has provided greater Board awareness of policy and operational issues at the Company.

Audit Committee			•Reviews with management the Company’s major financial risk exposures, including policies regarding employee conduct, and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies related to controls over financial reporting. These reviews are completed at least annually. •Holds quarterly executive sessions with both the Company’s independent registered public accountants and internal auditors concerning any topic of concern to the registered public accountants or internal auditors. •Internal auditing is done by an independent public accounting firm retained by the Audit Committee. •Retains, and receives an annual report from, an independent public accounting firm employed specifically to review West Bank’s trust department. •Also functions as West Bank’s Audit Committee.
Compensation Committee			•Reviews at least annually all compensation policies, practices and plans of the Company to determine whether they encourage excessive risk-taking or pose any other threat to the safety and soundness of the Company or West Bank, or are otherwise inconsistent with the stockholders’ long-term best interests. •Reviews matters relating to human capital management including company culture, talent development and diversity and inclusion initiatives.
Nominating and Corporate Governance Committee			•Reviews at least annually all policies and practices related to the governance of the Company. •Annually reviews Board and management succession plans. •Reviews and recommends Board candidates. •Oversees the Company’s practices and reporting with respect to ESG matters.
Risk Management and Information Technology Committee			•Identifies and assesses the risks and technology issues facing the Company and oversees the development, implementation and monitoring of the Company’s risk management process and technology plan. •Oversees the division of risk-related responsibilities to each of the other Board committees. •Oversees and reviews with management the Company’s credit, market, liquidity, reputation, transactional, operational, regulatory, information technology, cybersecurity, strategic and similar risks. •On an annual basis, reviews risk assessments, policies and procedures regarding risk management, information technology and safety and liquidity.


		Committees
	Board	Audit	Compensation	Nominating and Corporate Governance	Risk Management and Information Technology	Loan	Trust
Company:
Board member annual retainer	$17,500
Committee chair annual retainer		$6,000	$6,000	$6,000	$6,000
Meeting, each attended	$500	$750	$600	$600	$600
Equity award	$30,000
Board chair annual fee	$30,000
West Bank:
Board member annual retainer	$7,500
Committee chair annual retainer						$6,000	$6,000
Meeting, each attended	$500					$600	$600


Name	Fees Earned or Paid in Cash by Company	Fees Earned or Paid in Cash by West Bank	Stock Awards	Other(3)	Total
Patrick J. Donovan	$22,900	$15,400	$26,322(1)	—	$64,622
Lisa J. Elming	22,900	15,400	26,322(1)	—	64,622
Steven K. Gaer	27,967	15,400	26,322(1)	—	69,689
Michael J. Gerdin	21,800	12,000	26,322(1)	—	60,122
Douglas R. Gulling	—	—	222,864(2)	$256,620	479,484
Sean P. McMurray	28,933	12,500	26,322(1)	—	67,755
George D. Milligan	23,633	21,400	26,322(1)	—	71,355
James W. Noyce	55,300	13,000	26,322(1)	—	94,622
Rosemary Parson	16,467	9,000	26,322(1)	—	51,789
Steven T. Schuler	31,800	12,500	26,322(1)	—	70,622
Therese M. Vaughan	29,300	15,400	26,322(1)	—	71,022
Philip Jason Worth	20,500	21,967	26,322(1)	—	68,789


David D. Nelson	Age:	62
	Positions with the Company:	Director Chief Executive Officer President	2010 2010 2010
	Positions with West Bank:	Chair Director Chief Executive Officer	2010 2010 2010
Prior to joining the Company in 2010, Mr. Nelson was the President of Southeast Minnesota Business Banking and President of Wells Fargo Bank Rochester in Rochester, Minnesota.
Mr. Nelson has a strong background in customer relationship building, credit and leadership development. Mr. Nelson has been employed in the banking industry since 1984.
Mr. Nelson serves on the Board of the American Bankers Association and is a member of the Government Relations Council and the Community Bankers Council. He is the past chair and ex-officio member of the Iowa Bankers Association.


Jane M. Funk	Age:	54
	Positions with the Company:	Chief Financial Officer Executive Vice President Treasurer	2022 2022 2022
	Positions with West Bank:	Director Chief Financial Officer Executive Vice President	2021 2021 2021
Ms. Funk joined West Bank in 2014, serving as its Chief Accounting Officer since January 2019, Controller and Senior Vice President since April 2018 and Assistant Controller and Vice President since 2014.
Ms. Funk has over 30 years of combined experience in the financial services industry and public accounting. She is a Certified Public Accountant (inactive).


Harlee N. Olafson	Age:	65
	Positions with the Company:	Chief Risk Officer Executive Vice President	2010 2010
	Positions with West Bank:	Director Chief Risk Officer Executive Vice President	2011 2010 2010
Prior to joining the Company in 2010, Mr. Olafson was the President of Southern Minnesota Business Banking and President of Wells Fargo Bank Mankato in Mankato, Minnesota.
Mr. Olafson has strong business development, credit and team building backgrounds. Mr. Olafson has been employed in the banking industry since 1979.


Brad L. Winterbottom	Age:	66
	Positions with the Company:	Executive Vice President	2006
	Positions with West Bank:	Director President	2000 2000
Mr. Winterbottom has extensive experience in commercial lending and loan portfolio administration and knowledge of the Iowa business community. Mr. Winterbottom has been employed in the banking industry since 1981.
Mr. Winterbottom joined West Bank in 1992 and has served as an executive and policy maker since 1998.