West Bancorporation Inc DEF 14A, filed Mar 5, 2024

West Bancorporation Inc (WTBA)

DEF 14A 2024-03-05 For: 2023-12-31

View Original

Added on June 12, 2026

About this DEF 14A

West Bancorporation Inc filed this DEF 14A on March 5, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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


x			No fee required.
o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
			(1) Title of each class of securities to which transaction applies:
			(2) Aggregate number of securities to which transaction applies:
			(3) Per unit price of other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
			(4) Proposed maximum aggregate value of transaction:
			(5) Total fee paid:

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.
			(1) Amount Previously Paid:
			(2) Form, Schedule or Registration Statement No.:
			(3) Filing Party:
			(4) Date Filed:








			/s/ James W. Noyce						/s/ David D. Nelson
			James W. Noyce						David D. Nelson
			Board Chair						President and Chief Executive Officer
			West Bancorporation, Inc						West Bancorporation, Inc.


PROPOSAL 1	ELECTION OF DIRECTORS
	ü	The Board recommends a vote “FOR” each of the nominees listed in the table below.


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 Board.
ü			Directors and named executive officers (“NEOs”) are required to hold Company stock; non-employee directors are required to hold Company stock totaling three times their annual cash compensation.
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 Board and its committees have access to independent experts and advisors.
ü			The Compensation Committee utilizes the services of an independent compensation consultant.


PROPOSAL 2	APPROVE THE 2023 COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
	ü	The Board recommends a vote “FOR” this proposal.


Element	Base Salary	Annual Cash Incentives	Long-Term Equity Incentives
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. •2023 increase was 14.8 percent for the CEO and 7.1-8.3 percent for the other NEOs. The adjustment to the CEO salary was made to more closely align base salary with the peer group median.	•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. •Target cash bonus for the CEO was increased from 40 percent of base salary to 60 percent of base salary for 2023 to more closely align total cash compensation with the peer group median and differentiate the CEOs compensation from that of the other NEOs. No change was made to the target amount of cash bonus for the other NEOs, which is 40 percent of base salary.	•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. •Grants for our NEOs were 50 percent performance-based and 50 percent time-based RSUs. •Time-based RSUs vest ratably over five years. •Performance-based RSUs cliff vest at the end of three years in accordance with the award performance criteria.


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 requirements.



$24,137	$1.44	$1.00	11.42%	60.73%	0.01%
Net Income (in thousands)	Diluted Earnings Per Share	Dividends Per Share	Return On Average Equity	Efficiency Ratio	Nonperforming Assets Ratio


PROPOSAL 3	APPROVE THE FREQUENCY OF THE NONBINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
	ü	The Board recommends a vote “FOR” the 1 YEAR frequency when voting on this proposal.


PROPOSAL 4	APPROVE AN AMENDMENT TO THE WEST BANCORPORATION, INC. 2021 EQUITY INCENTIVE PLAN.
	ü	The Board recommends a vote “FOR” this proposal.


PROPOSAL 5	RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
	ü	The Board recommends a vote “FOR” this proposal.


PROXY STATEMENT TABLE OF CONTENTS

PROPOSAL 1. ELECTION OF DIRECTORS			3
GOVERNANCE AND BOARD OF DIRECTORS			11
General			11
Board Leadership Structure			12
Committees of the Board of Directors			12
Board's Role in Risk Oversight			16
Code of Ethics			17
Environmental, Social and Governance			17
Stockholder Engagement			19
Nominating and Corporate Governance Committee Report			19
Director Compensation			20
Executive Officers of the Company			22
Security Ownership of Certain Beneficial Owners and Executive Officers			24
Other Beneficial Owners			25
Section 16 Reporting			25
Changes in Control			25

EXECUTIVE COMPENSATION			26
Compensation Discussion & Analysis			26
Compensation Committee Report			38
Summary Compensation Table			39
Grants of Plan-Based Awards			40
Outstanding Equity Awards at Fiscal Year End			41
Option Exercises and Stock Vested			42
Nonqualified Deferred Compensation			42
Potential Payments Upon Termination or Change in Control			43
CEO Pay Ratio			46
Pay Versus Performance			47
Compensation Committee Interlocks and Insider Participation			49

PROPOSAL 2. APPROVE THE 2023 COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			50

PROPOSAL 3. APPROVE THE FREQUENCY OF THE NONBINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			51

PROPOSAL 4. APPROVE AN AMENDMENT TO THE WEST BANCORPORATION, INC 2021 EQUITY INCENTIVE PLAN			52

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES			59

PROPOSAL 5. RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			59
Audit Fees			60
Audit Committee Report			60

GENERAL MATTERS			61
Questions and Answers			61
Certain Relationships and Related Transactions			64
2025 Stockholder Proposals			65
Stockholder Communications			66

EXHIBIT A			67


	PATRICK J. DONOVAN St. Paul, Minnesota
	Age:	70
	Director of the Company Since:	2019
	Director of West Bank Since:	2019
	2023 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:	63
	Director of the Company Since:	2021
	Director of West Bank Since:	2021
	2023 Committee:	Risk Management and Information Technology (Chair)
	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.


MEETING INFORMATION


ITEMS OF BUSINESS


HOW TO VOTE


	THERESE M. VAUGHAN West Des Moines, Iowa
	Age:	67
	Director of the Company Since:	2019
	Director of West Bank Since:	2019
	2023 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 was the Professional Director of the Vaughan Institute of Risk Management at the University of Iowa’s Tippie College of Business from September 2021 to September 2023.
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 audit, executive, and governance, corporate sustainability and nominating committees for Verisk Analytics, Inc. and on the audit and compliance committees of Wellmark Blue Cross and Blue Shield.
Dr. Vaughan served on the board of directors of American International Group, Inc., a public company that is a global organization until her retirement from that board on January 31, 2024. Dr. Vaughan also 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.


	STEVEN K. GAER West Des Moines, Iowa
	Age:	63
	Director of the Company Since:	2011
	Director of West Bank Since:	2011
	2023 Committee:	Compensation
	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:	70
	Director of the Company Since:	2022
	Director of West Bank Since:	2005
	2023 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 intends to end his employment with West Bank when his employment contract expires on April 30, 2024. Mr. Gulling is a Certified Public Accountant (inactive).


	SEAN P. MCMURRAY Clive, Iowa
	Age:	56
	Director of the Company Since:	2013
	Director of West Bank Since:	2013
	2023 Committees:	Compensation (Chair) Risk Management and Information Technology
	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 Vice-Chair Des Moines, Iowa
	Age:	67
	Director of the Company Since:	2005
	Director of West Bank Since:	1994
	2023 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 became the Chief Executive Officer of The Graham Group, Inc. on October 1, 2023. He had served as President since 1985. The Graham Group, Inc. is a Des Moines, Iowa-based real estate development and investment company. Mr. Milligan has been the Vice-Chair of the Company since April 2023.
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:	63
	Director of the Company Since:	2010
	Director of West Bank Since:	2010
	2023 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 Grimes, Iowa
	Age:	68
	Director of the Company Since:	2009
	Director of West Bank Since:	2009
	2023 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-Chair 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:	66
	Director of the Company Since:	2022
	Director of West Bank Since:	2022
	2023 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’s expertise includes developing administrative and cyber risk management controls and mitigation strategies as well as operating business systems controls. Ms. Parson has over forty years of financial industry experience including ten years of merger, acquisition and company consolidation experience that she leverages as an executive leader in the organization.


	STEVEN T. SCHULER Urbandale, Iowa
	Age:	72
	Director of the Company Since:	2018
	Director of West Bank Since:	2018
	2023 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:	52
	Director of the Company Since:	2013
	Director of West Bank Since:	2011
	2023 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.


BOARD DIVERSITY MATRIX AS OF DECEMBER 31, 2023
Total Number of Directors	12
	Female	Male	Non-Binary	Did Not Disclose Gender
PART I: GENDER IDENTITY
Directors	3	9	—	—
PART II: DEMOGRAPHIC BACKGROUND
African American or Black	1	—	—	—
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	—


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 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 CEO 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 compensation.
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.
l Continuing education			Continuing education opportunities, including cybersecurity, are provided to the Board periodically throughout the year.


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 environmental, social and governance (“ESG”) matters.

RISK MANAGEMENT AND INFORMATION TECHNOLOGY COMMITTEE						Identifies and assesses the risks and technology issues, including cybersecurity threats, 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 the Company	Fees Earned or Paid in Cash by West Bank	Stock Awards	Other(3)	Total
Patrick J. Donovan	$26,102	$15,202	$28,132(1)	—	$69,436
Lisa J. Elming	30,102	15,202	28,132(1)	—	73,436
Steven K. Gaer	28,102	15,202	28,132(1)	—	71,436
Douglas R. Gulling	—	—	127,500(2)	156,219	283,719
Sean P. McMurray	35,203	11,501	28,132(1)	—	74,836
George D. Milligan	36,102	21,202	28,132(1)	—	85,436
James W. Noyce	60,938	11,501	28,132(1)	—	100,571
Rosemary Parson	30,938	11,501	28,132(1)	—	70,571
Steven T. Schuler	37,938	11,501	28,132(1)	—	77,571
Therese M. Vaughan	35,375	15,202	28,132(1)	—	78,709
Philip Jason Worth	24,564	24,903	28,132(1)	—	77,599


DAVID D. NELSON	Age:	63
	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:	55
	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:	66
	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:	67
	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.


BRADLEY P. PETERS	Age:	60
	Positions with the Company:	Executive Vice President	2021
	Positions with West Bank:	Director Minnesota Group President Executive Vice President	2021 2019 2021
Mr. Peters joined West Bank in March 2019 as its Senior Vice President/Minnesota Group President.
Prior to joining West Bank, Mr. Peters was the Executive Vice President/Group President at Bremer Bank where he was responsible for new market expansion and oversight of their South Central Minnesota, Southeast Minnesota, Twin Cities and Wisconsin regions. He served in this role from August 2010 to December 2018.
Mr. Peters has more than 30 years of financial services experience. He has led business banking teams throughout Minnesota, including the Twin Cities and Southeastern Minnesota.


Name and Address	Shares Beneficially Owned	Percent of Total Shares Outstanding
FMR LLC(1) 245 Summer Street Boston, MA 02210	1,384,091	8.28	%
BlackRock, Inc. (2) 50 Hudson Yards New York, NY 10001	1,226,891	7.34	%
The Jay Newlin Trust (3) 2661 86th Street Urbandale, IA 50322	1,041,952	6.23	%