West Bancorporation Inc DEF 14A, filed Mar 4, 2025

West Bancorporation Inc (WTBA)

DEF 14A 2025-03-04 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

West Bancorporation Inc filed this DEF 14A on March 4, 2025.

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			/s/ George D. Milligan						/s/ David D. Nelson
			George D. Milligan						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.
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 and skills 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 2024 COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
	ü	The 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 adhere to the highest legal and ethical standards.
ü			Our Compensation Committee members are all independent.
ü			Named executive officers are subject to meaningful share ownership and retention requirements.



$24,050	$1.42	$1.00	10.71%	63.25%	0.00%
Net Income (in thousands)	Diluted Earnings Per Share	Dividends Per Share	Return On Average Equity	Efficiency Ratio	Nonperforming Assets Ratio


PROPOSAL 3	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			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			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 2024 COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			50

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES			51

PROPOSAL 3. RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			51
Audit Fees			52
Audit Committee Report			52

GENERAL MATTERS			53
Questions and Answers			53
Certain Relationships and Related Transactions			56
2026 Stockholder Proposals			57
Stockholder Communications			58


	LISA J. ELMING Johnston, Iowa
	Age:	64
	Director of the Company Since:	2021
	Director of West Bank Since:	2021
	2024 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.


	STEVEN K. GAER West Des Moines, Iowa
	Age:	64
	Director of the Company Since:	2011
	Director of West Bank Since:	2011
	2024 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:	71
	Director of the Company Since:	2022
	Director of West Bank Since:	2005
	2024 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 former Chief Financial Officer, Executive Vice President and Treasurer of the Company. His retirement from his executive roles with the Company was effective December 31, 2021 after four decades in banking. Mr. Gulling was a non-executive employee of West Bank as the Bank Building Construction Administrator with primary duties related to the construction of the new headquarters building in West Des Moines, Iowa until April 2024. Mr. Gulling further consulted with West Bank on completion of the headquarters construction project through July 2024. Mr. Gulling is a Certified Public Accountant (inactive).


	SEAN P. MCMURRAY Clive, Iowa
	Age:	57
	Director of the Company Since:	2013
	Director of West Bank Since:	2013
	2024 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 Chair Des Moines, Iowa
	Age:	68
	Director of the Company Since:	2005
	Director of West Bank Since:	1994
	2024 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 Chair of the Company since April 2024 and was previously Vice-Chair from April 2023 to April 2024.
Mr. Milligan is a board member and member of the audit, executive, nominating and governance (Chair) and investment committees of the public company United Fire Group, Inc. of Cedar Rapids, Iowa, a property and casualty insurance company.


MEETING INFORMATION


ITEMS OF BUSINESS


HOW TO VOTE


	DAVID D. NELSON West Des Moines, Iowa
	Age:	64
	Director of the Company Since:	2010
	Director of West Bank Since:	2010
	2024 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 served on the Board of the American Bankers Association from 2021 to 2024 and was a member of the Government Relations Council and the Community Bankers Council. He was the chair of the Iowa Bankers Association from 2016 to 2017 and is an ex-officio member.


	JAMES W. NOYCE Grimes, Iowa
	Age:	69
	Director of the Company Since:	2009
	Director of West Bank Since:	2009
	2024 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 served as Chair of the Company from April 2018 to April 2024 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 its 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:	67
	Director of the Company Since:	2022
	Director of West Bank Since:	2022
	2024 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 Chief Administrative Officer at EquiTrust Life Insurance Company since December 2024. Prior to that, Ms. Parson had been the Senior Vice President of Policy Administration and Community Relations since January 2014 and had 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.


	JOHN K. SORENSEN West Des Moines, Iowa
	Age:	66
	Director of the Company Since:	–
	Director of West Bank Since:	–
	2024 Committee:	–
	We consider Mr. Sorensen to be a qualified candidate for service on the Board and the committees on which he is expected to serve because of his extensive experience as an executive leader in the community banking industry.
Mr. Sorensen had been the President and CEO of the Iowa Bankers Association (“IBA”) from 1997 through his retirement in January 2025. Mr. Sorensen joined the IBA in 1986. Under Mr. Sorensen’s leadership, the IBA grew into the largest banking association in the United States with a team of over 200 professional staff and over 200 member banks. The IBA provides advocacy, workforce development and community bank solutions in insurance, mortgage and regulatory compliance.
Mr. Sorensen has served on the boards of the American Bankers Association, SHAZAM, Inc., the Iowa Business Council, the Iowa PBS Foundation, and many other community and economic development organizations. He is an executive advisory board member emeritus of the University of Northern Iowa’s David W. Wilson College of Business and a past recipient of the Iowa Association of Business and Industry’s Leadership for Iowa Award.
Mr. Sorensen is a Certified Association Executive (inactive). He is expected to serve on the Audit and Compensation Committees upon his election to the Board.


	THERESE M. VAUGHAN West Des Moines, Iowa
	Age:	68
	Director of the Company Since:	2019
	Director of West Bank Since:	2019
	2024 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 University’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 a Certified Director of the NACD (NACD.DC®), 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, Wellmark Blue Cross and Blue Shield since May 2013 and Hamilton Insurance Group, LTD since March 2024. Dr. Vaughan serves on the audit, governance, corporate sustainability and nominating committees for Verisk Analytics, Inc., on the audit and compliance committees of Wellmark Blue Cross and Blue Shield and on the nominating and corporate governance and underwriting and risk committees of Hamilton Insurance Group, LTD.
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.


l Board independence...................			If all nominees are elected, 8 of our 10 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 overseeing 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 and the Nominating and Corporate Governance Committee actively plan 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, corporate governance and other emerging relevant topics for the Board, are provided 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.


We recognize that understanding our ESG practices are important to our stockholders, customers and employees. Please visit the Corporate Governance page of our investor relations website to learn more https://ir.westbankstrong.com/overview/corporate-governance/default.aspx •Environmental Policy Statement •Social Responsibility Statement •Governance Statement •Code of Conduct


		COMMITTEES
	Board	Audit	Compensation	Nominating and Corporate Governance	Risk Management and Information Technology	Loan	Trust
COMPANY:
Board member annual retainer	$22,750
Committee chair annual retainer		$7,500	$6,000	$6,000	$6,000
Committee membership annual retainer		$5,000	$3,750	$3,750	$3,750
Equity award	$32,500
Board chair annual fee	$30,000
Board vice-chair annual fee(1)	$15,000
WEST BANK:
Board member annual retainer	$9,750
Committee chair annual retainer						$6,000	$6,000
Committee membership annual retainer						$3,750	$3,750


Name	Fees Earned or Paid in Cash by the Company	Fees Earned or Paid in Cash by West Bank	Stock Awards	Other(4)	Total
Patrick J. Donovan (1)	$19,878	$10,129	—	—	$30,007
Lisa J. Elming	32,504	13,505	$28,504(2)	—	74,513
Steven K. Gaer	26,504	17,505	28,504(2)	—	72,513
Douglas R. Gulling	17,669	9,003	27,620(3)	$89,222	143,514
Sean P. McMurray	36,256	9,753	28,504(2)	—	74,513
George D. Milligan	51,504	15,505	28,504(2)	—	95,513
James W. Noyce	41,508	9,753	28,504(2)	—	79,765
Rosemary Parson	31,508	9,753	28,504(2)	—	69,765
Steven T. Schuler	39,008	9,753	28,504(2)	—	77,265
Therese M. Vaughan	37,508	13,505	28,504(2)	—	79,517
Philip Jason Worth	22,752	23,257	28,504(2)	—	74,513


DAVID D. NELSON	Age:	64
	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 served on the Board of the American Bankers Association from October 2021 to October 2024. He was a member of the Government Relations Council and the Community Bankers Council. Mr. Nelson was the chair of the Iowa Bankers Association from 2016-2017 and is now an ex-officio member.


JANE M. FUNK	Age:	56
	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. Prior to her current role, Ms. Funk was appointed Chief Accounting Officer in January 2019, Controller and Senior Vice President in April 2018 and Assistant Controller and Vice President in 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:	67
	Positions with the Company:	Chief Risk Officer Executive Vice President	2010 2010
	Positions with West Bank:	Director Chief Risk Officer Chief Operating Officer Executive Vice President	2011 2010 2024 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:	68
	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:	61
	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 a regional 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	8.22	%
BlackRock, Inc. (2) 50 Hudson Yards New York, NY 10001	1,226,891	7.29	%
The Jay Newlin Trust (3) 2661 86th Street Urbandale, IA 50322	1,041,952	6.19	%


David D. Nelson			President and Chief Executive Officer of the Company Chief Executive Officer of West Bank
Jane M. Funk			Executive Vice President, Treasurer and Chief Financial Officer of the Company Executive Vice President and Chief Financial Officer of West Bank
Harlee N. Olafson			Executive Vice President and Chief Risk Officer of the Company Executive Vice President, Chief Risk Officer and Chief Operating Officer of West Bank
Brad L. Winterbottom			Executive Vice President of the Company President of West Bank
Bradley P. Peters			Executive Vice President of the Company Executive Vice President and Minnesota Group President of West Bank


Name	Base Salary 2023	Base Salary 2024
David D. Nelson	$590,000	$590,000
Jane M. Funk	325,000	325,000
Harlee N. Olafson	375,000	375,000
Brad L. Winterbottom	375,000	375,000
Bradley P. Peters	325,000	325,000


What We Do						What We Do Not Do
ü Strong emphasis on pay-for-performance						ü No perquisites for executives
ü Maintain rigorous stock ownership guidelines						ü No golden parachute tax gross-ups
ü Engage independent compensation consultants						ü No hedging or pledging of Company stock
ü Annual outreach with our institutional stockholders						ü No dividends paid or accumulated on unvested RSUs
ü Annual say-on-pay vote						ü No single-trigger cash or time-based equity payments in
ü Clawback policy for incentive compensation						the event of a change in control
ü 50 percent performance-based equity awards for NEOs
ü 3-year holding period on vested RSUs
ü Compensation Committee must be independent
ü Offer deferred compensation program participation


2024 Peer Group
Bank First Corporation	Farmers & Merchants Bancorp	Isabella Bank Corporation
Bridgewater Bancshares, Inc.	First Business Financial Services, Inc.	LCNB Corp.
ChoiceOne Financial Services, Inc.	First Financial Corp.	Mercantile Bank Corporation
Civista Bancshares, Inc.	First Mid Bancshares, Inc.	MidWestOne Financial Group, Inc.
CrossFirst Bankshares, Inc.	German American Bancorp, Inc.	Nicolet Bankshares, Inc.
Equity Bancshares, Inc.	HBT Financial, Inc.	Peoples Bancorp, Inc.
Farmers National Banc Corp.	Hills Bancorporation	Southern Missouri Bancorp, Inc.