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

DEF 14A of West Bancorporation Inc

Filed Mar 5, 2024 · FY20230001166928-24-000029

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth the compensation structure for the non-employee directors for January through April of 2023.

  2. DIRECTOR COMPENSATION

    | | | 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 |

  3. DIRECTOR COMPENSATION

    The following table sets forth the compensation structure for the non-employee directors, which the Board approved April 27, 2023 and became effective May 1, 2023, except for the equity award which was granted on April 27, 2023. The Board discontinued per meeting fees and is now compensated via fixed retainer fees for committee membership. The Board considered competitive director compensation structures based on market data provided by our compensation consultants which showed a progression in the industry toward fixed retainers versus fees for each meeting. A Vice-Chair fee was added in April 2023.

  4. DIRECTOR COMPENSATION

    | | | 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 | $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 |

  5. DIRECTOR COMPENSATION

    At the annual organizational meeting of the Board on April 27, 2023, each non-employee director was granted a restricted stock unit award for 1,868 shares of the Company’s common stock. Each award is subject to a holding period such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. The targeted market value of the award granted to each board member in 2023 was $32,500 on the grant date, an increase of $2,500 from prior year. Messrs. Nelson, Gulling, Peters, Olafson and Winterbottom and Ms. Funk are employees and do not receive any compensation for their services as directors of the Company or West Bank. None of the non-employee directors receive any compensation or other payment in connection with his or her service as a director other than compensation received from the Company and West Bank as set forth below. Mr. Gulling is a non-executive employee and was compensated in 2023 pursuant to his Transitional Retirement Agreement filed on Form 8-K with the SEC on May 27, 2021, and subsequently amended on September 7, 2022, filed alongside the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2023. The following table sets forth all compensation earned or paid to our non-NEO directors for the fiscal year ended December 31, 2023.

  6. DIRECTOR COMPENSATION

    | 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 |

  7. DIRECTOR COMPENSATION

    (1)The amounts set forth in the “Stock Awards” column reflect the grant date fair value of restricted stock units awarded on April 27, 2023, valued in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For the material assumptions used in calculating grant date fair value, see the discussion of equity awards in Note 13 of the Notes to the Company’s Consolidated Financial Statements for the year ended December 31, 2023. Each non-employee director was granted a restricted stock unit award for 1,868 shares of the Company’s common stock with a vesting date of April 25, 2024. The award is subject to a holding period such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. These were the only outstanding non-employee director equity awards as of December 31, 2023. (2)The amount set forth in the “Stock Awards” column reflect the grant date fair value of restricted stock units awarded on February 20, 2023, valued in accordance with FASB ASC Topic 718. For the material assumptions used in calculating grant date fair value, see the discussion of equity awards in Note 13 of the Notes to the Company’s Consolidated Financial Statements for the year ended December 31, 2023. Mr. Gulling was granted a restricted stock unit award for 7,500 shares of the Company’s common stock. The award is scheduled to vest in five equal annual installments, on March 25 of 2024, 2025, 2026, 2027 and 2028. The award is subject to a holding period such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. (3)Under Mr. Gulling’s Transitional Retirement Agreement, as amended, Mr. Gulling’s base salary during 2023 was $120,300. During 2023, Mr. Gulling was entitled to participate in the short- and long-term incentive plans as may be in effect for non-NEO key employees of the Company in the sole discretion of the Compensation Committee of the Company’s board of directors. Mr. Gulling was also entitled to participate in the Company’s employee benefit plans and programs, except that he did not accrue any vacation during 2023. The amounts set forth in the “Other” column reflect base salary earned during the year including, if any, deferrals and salary increases, a holiday bonus equal to two percent of annual salary paid to all employees of West Bank, an annual incentive bonus and contributions made by the Company on behalf of Mr. Gulling to the Company’s 401(k) retirement plan. Mr. Gulling’s Transitional Retirement Agreement, as amended, continues through April 30, 2024.

  8. EXECUTIVE SUMMARY

    | | | At Risk | | | Element | Base Salary | Annual Cash Incentive Opportunities | Long-Term Equity Incentive Opportunities | | Highlights | Fixed compensation paid in cash. Adjusted annually based on position, responsibilities, demonstrated performance and relevant market data. | Annual cash bonus opportunities are based on Company financial performance. | 50 percent of RSUs awarded are subject to time-based vesting and 50 percent are subject to performance-based vesting. | | Why We Pay this Element | Attract and retain talented executives by providing competitive pay. | Motivate and reward executives for the achievement of certain financial goals relative to peer performance. | Incentivize executives to deliver long-term value, while also providing a retention vehicle for our executives. | | 2023 Decisions | Increases ranged from 7.1% to 14.8% | Annual bonuses were paid out at 62.9 percent of base salary for the CEO and 42.9 percent of base salary for each non-CEO NEO. | CEO was awarded 8,500 time-based RSUs and 8,500 performance-based RSUs. Non-CEO NEOs were awarded 7,500 time-based RSUs and 7,500 performance-based RSUs. |

  9. ANNUAL CASH INCENTIVE OPPORTUNITIES

    ANNUAL CASH INCENTIVE OPPORTUNITIES •Annual cash incentive opportunities are intended to motivate and reward executives for the achievement of certain financial goals in comparison to internal and external standards. •Annual cash incentive opportunities are based on a percentage of base salary and that percentage is based on: (1) the Company’s net profit; and (2) the Company’s performance relative to our peer group based on return on average equity, efficiency ratio and nonperforming assets ratio, equally weighted, according to the following schedules. The performance targets, peer rankings and percent of the salary for the CEO was changed to the following for 2023. Prior to 2023, the CEOs percent of salary was the same as the non-CEO NEOs. The CEO’s percent of salary increased in 2023 to more closely align total cash compensation with the peer group median and differentiate the CEO’s compensation from that of the other NEOs.

  10. ANNUAL CASH INCENTIVE OPPORTUNITIES

    | Performance | Peer Rating | Percent of Salary | | Maximum | At/above 75th percentile | 80% | | Target | 50th percentile | 60% | | Threshold | 25th percentile | 40% | | | Below 25th percentile | 0% |

  11. ANNUAL CASH INCENTIVE OPPORTUNITIES

    The performance targets, peer rankings and percent of salaries remains the same as the prior year for non-CEO NEOs as follows:

  12. ANNUAL CASH INCENTIVE OPPORTUNITIES

    | Performance | Peer Rating | Percent of Salary | | Maximum | At/above 75th percentile | 60% | | Target | 50th percentile | 40% | | Threshold | 25th percentile | 20% | | | Below 25th percentile | 0% |

  13. ANNUAL CASH INCENTIVE OPPORTUNITIES

    •If our ranking in the peer group falls between threshold and maximum level performance, our NEOs will be eligible for a proportional cash bonus based upon linear interpolation. •The nonperforming assets ratio performance metric is measured by comparing the average of the four fiscal quarter-ending ratios of the Company to the average of the four fiscal quarter-ending ratios of the peer group.

  14. LONG-TERM EQUITY INCENTIVE OPPORTUNITIES

    LONG-TERM EQUITY INCENTIVE OPPORTUNITIES •Long-term equity awards incentivize executives to deliver long-term value, while also providing a retention vehicle for our executives. •50 percent of the NEO’s restricted stock unit (“RSU”) awards are subject to performance-based vesting and 50 percent are subject to time-based vesting. Following the date of vesting, 50 percent of the covered shares will be subject to a three-year holding period requirement. The Compensation Committee expects future awards to have a similar structure. •The time-based RSUs (the “Time RSUs”) vest ratably over five years. The performance-based RSUs (the “Performance RSUs”) cliff vest at the end of a three-year performance period based on the Company’s relative performance to the identified peer group with respect to its return on average equity, efficiency ratio and nonperforming assets ratio, with each equally weighted. •The total number of RSUs granted to Mr. Nelson in 2023 was 17,000, an increase from 15,000 from the prior year. 8,500 are Time RSUs and 8,500 are Performance RSUs. •The total number of RSUs granted to Messrs. Olafson, and Winterbottom in 2023 was 15,000 each, the same as the prior year. The total number of RSUs granted to Ms. Funk and Mr. Peters in 2023 was also 15,000 each, an increase from 12,000 from the prior year. In each case for 2023, 7,500 are Time RSUs and 7,500 are Performance RSUs. •RSUs granted to our NEOs do not pay or accrue dividends, or dividend equivalents, during the applicable vesting periods. TARGET PAY MIX Consistent with our philosophy of aligning executive pay with the short- and long-term performance of the Company, the elements of our executive compensation program evolve and are adjusted over time to support the business goals of the Company and West Bank, and to align the interests of executive management with the interests of our stockholders. As demonstrated in the following chart, we compensate our NEOs with a mix of fixed and variable short- and long-term pay elements, with a significant amount of performance-based and at-risk compensation. Target pay mix includes 2023 salary, 2023 annual cash incentive target, and grant date fair value of performance based equity incentive target and time based equity awards granted in 2023. OUR COMPENSATION PHILOSOPHY AND BEST PRACTICES Our pay-for-performance philosophy and compensation practices provide an appropriate risk-managed framework in which our executives are encouraged to achieve our strategic goals without excessive risk taking in their business decisions. We adhere to several best practices for executive compensation, including:

  15. LONG-TERM EQUITY INCENTIVE OPPORTUNITIES

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

  16. LONG-TERM EQUITY INCENTIVE OPPORTUNITIES

    Put simply, our human resource philosophy is to have fewer people than our peers but to pay our people well for their performance. Our business model allows us to operate with fewer employees than the typical commercial bank of our size because we emphasize teamwork and sound practices and focus on business banking. Because we have fewer people, we need to have the right people and ensure that we offer what we consider to be above average pay in exchange for above average performance. In addition to attracting and retaining what we believe is superior talent, our approach also produces longevity in our workforce. The average tenure of our employees is over eight years. This philosophy extends throughout the Company and includes our NEOs. The Company currently has five executive officers. To succeed with an atypically small team, our CEO leads and fosters a team approach with the non-CEO members of our executive management team who bring a diverse array of experience, expertise and backgrounds. Because of this team strategy, compensation for each of our non-CEO NEOs is historically similar. This approach has consistently proven to produce a winning teamwork structure for the Company and our stockholders. Over 96 percent of our stockholder votes were in favor of our executive compensation program for 2022 at our 2023 annual meeting of our stockholders. The Compensation Committee balances stockholder feedback with the Company’s performance and recommendations from our compensation consultant and CEO when determining executive compensation decisions and policies. We also believe in evaluating performance relative to our peer group and implementing performance considerations into our compensation decisions. Rather than setting absolute goals that can be manipulated and may lead to inappropriate risk taking, we emphasize sound behaviors that will lead to long-term success that is better than our peers. For example, we encourage growth by requiring that our bankers focus on relationship building by continuously setting appointments for sales calls and staying in regular contact with our customers. This has proven successful, and we have experienced consistent growth without engaging in business acquisitions. We do not set absolute growth goals of attaining a certain asset size by a certain time. Instead, we focus on relative metrics such as credit quality, which we believe is more important than the growth of the loan portfolio. We also look at return on average equity and efficiency ratio metrics, each on a relative basis to those of our peer group. We believe that our emphasis on attracting, retaining and appropriately motivating a well-compensated team of superior talent, facilitating strong working relationships in that team and evaluating performance appropriately has produced our consistently strong financial results. The Compensation Committee remains committed to continuing our practice of incentivizing and encouraging the pursuit of excellence through our executive compensation program.

  17. OUR COMPENSATION REVIEW PROCESS

    OUR COMPENSATION REVIEW PROCESS ROLE OF COMPENSATION COMMITTEE Our Compensation Committee is composed entirely of independent directors. It is fully responsible for our executive compensation program and reviews the program on at least an annual basis. The Compensation Committee has broad discretion when overseeing and reviewing each element of compensation. When reviewing compensation and making compensation decisions, the Compensation Committee considers the respective responsibilities of each NEO, their performance and experience and also competitive compensation levels based on information and data provided by our independent compensation consultant. In setting compensation levels and incentive goals, the Compensation Committee also reviews our financial results relative to our peer group, and it structures our compensation programs taking into account sound risk management and industry best practices. The Compensation Committee’s primary considerations for executive compensation decisions are: •Key financial measurements; •Strategic initiatives related to our business; •Compensation of peer group executives; and •Proper risk management. ROLE OF EXECUTIVE OFFICERS IN COMPENSATION DECISIONS As requested by the Compensation Committee, some members of management support the Compensation Committee’s review and consideration of executive compensation by providing information for the Compensation Committee’s review. In particular, the CEO provides recommendations with respect to the other NEOs. Such recommendations from the CEO address, among other items, financial results and analysis, performance evaluations, compensation provided to our NEOs (other than the CEO), technical and regulatory considerations and input on program design and possible modifications. The Compensation Committee has final discretion over all compensation decisions regarding the CEO and each of the other NEOs. The Compensation Committee discusses the CEO’s recommendations and accepts or adjusts them based upon its own assessment of Company strategic goals, executive responsibilities, internal pay equity and its independent review of market data. The CEO is not involved in discussions or determinations relating to his own compensation, and the executive officers are not present during the Compensation Committee’s final discussion and determination of the types and amounts of compensation to be paid. ROLE OF COMPENSATION CONSULTANT Under its charter, the Compensation Committee has the sole authority to select, retain or replace compensation advisors. The Compensation Committee has historically engaged a compensation consultant to provide independent, objective analyses and professional opinions about executive and director compensation matters. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to recruit and retain qualified executives, aids the Compensation Committee in aligning executives’ interests with those of our stockholders and ensures that our executive compensation program appropriately motivates and rewards ongoing achievement of business goals. The Compensation Committee engaged McLagan, a highly specialized, industry-focused team within Aon PLC’s Human Capital Solutions business, as its independent compensation consultant in 2023. McLagan 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. The Compensation Committee reviewed McLagan’s independence as contemplated by the Compensation Committee’s charter and applicable Nasdaq rules and determined that there were no conflicts of interest and that McLagan is independent from the Company, the Compensation Committee members and our executive officers. McLagan was engaged to: •Provide a study of director and executive officer compensation; •Provide input on marketplace trends and best practices relating to competitive pay levels; •Provide analysis and commentary on regulatory developments; •Provide proxy statement support; and •Provide technical support with regard to calculations for RSU usage and expense considerations. USE OF PEER GROUP Market pay practices are one of many factors we consider in setting executive pay levels and designing compensation programs. The Compensation Committee uses our compensation peer group as one data point when setting executive pay packages. Although useful as a reference, the Compensation Committee does not target any particular percentile or range within this peer group as a specific objective. Instead, our compensation decisions are based on the full consideration of many factors, including, but not limited to, individual and Company performance, market data, internal equity, experience, strategic needs and responsibilities. For compensation decisions for fiscal year 2023, the following 22 companies were selected as our peer group, as recommended by McLagan. The peer group was selected based on asset size ($1.75 billion to $7 billion based on 2021 fiscal year end assets), geographic considerations and business model. Three new companies were added to the peer group for 2023: HBT Financial, Inc., Bridgewater Bancshares, Inc., and ChoiceOne Financial Services, Inc. There are no changes to the peer group for compensation decisions for fiscal year 2024.

  18. OUR COMPENSATION REVIEW PROCESS

    | 2023 Peer Group | | | | Bank First Corporation | Farmers & Merchants Bancorp | LCNB Corp. | | Bridgewater Bancshares, Inc. | First Business Financial Services, Inc. | Macatawa Bank Corporation | | 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. | | | Isabella Bank Corporation | |

  19. ELEMENTS OF COMPENSATION

    For 2023, based upon our results and the results of our peers for the fiscal year ended December 31, 2023, actual annual incentive cash bonuses were 62.9 percent of base salary for the CEO and 42.9 percent of base salary for each of the non-CEO NEOs. Our rankings among our peer group were between the threshold and target performance ratings for both the return on average equity and efficiency ratio metrics, and above the maximum performance rating for the nonperforming assets to total assets ratio metric. LONG-TERM EQUITY INCENTIVE OPPORTUNITIES Equity compensation is the third primary element of compensation for our NEOs. The purpose of annual equity grants is to provide long-term incentives that align with stockholder interests, tie pay to performance, provide a long-term planning horizon, mitigate adverse risk taking and attract and retain key employees. The employment agreements with our NEOs generally provide for participation in the Company’s equity incentive plan then in effect. Equity awards made prior to April 2021 were made under our 2017 Equity Incentive Plan (the “2017 Equity Plan”), which was adopted by our Board and approved by our stockholders in 2017. In April 2021, our stockholders approved the 2021 Equity Incentive Plan (“2021 Equity Plan”) and upon such approval the 2017 Equity Plan was frozen with respect to future grants. The 2021 Equity Plan was designed to promote the Company’s long-term financial success by providing a means to attract, retain and reward individuals who can and do contribute to such success and to further align their interests with those of the Company’s stockholders. Awards vest, become exercisable and contain such other terms and conditions as determined by the Compensation Committee and set forth in individual agreements with the participants receiving the awards. As of December 31, 2023, there were 266,963 remaining shares available for issuance under the 2021 Equity Plan. If the Company’s stockholders approve Proposal 4, the 2021 Equity Plan will be amended to add an additional 550,000 shares for issuance, which will bring the 2021 Equity Plan’s total share reserve to 1,175,000 shares. The RSU awards granted to our NEOs in 2023 were made under the 2021 Equity Plan. Pursuant to the terms of the 2017 Equity Plan and 2021 Equity Plan, and the award agreements governing the terms of the awards thereunder, unvested awards are forfeited upon early termination, other than a termination in connection with a change in control or due to the NEO’s death, disability or retirement. Outstanding RSUs do not pay or accumulate dividend equivalents during the applicable vesting periods. In addition, the award agreements contain standard confidentiality and non-solicitation covenants for periods following termination of employment. Accordingly, the structure of our equity awards provides a retention incentive and provides important protections for the Company and our stockholders. In February 2023, the CEO was granted 8,500 Time RSUs and 8,500 Performance RSUs and the non-CEO NEOs were each granted 7,500 Time RSUs and 7,500 Performance RSUs. Each of the awards will be subject to a holding period such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. The Time RSUs are scheduled to vest in five equal annual installments, on March 25 of 2024, 2025, 2026, 2027 and 2028. The Performance RSUs are scheduled to vest on March 25, 2026, based on the relative financial performance of the Company to the identified peer group during a three-year performance period consisting of the Company’s 2023, 2024 and 2025 fiscal years (the “Performance Period”). The Performance RSUs are subject to three performance targets, each of which is to be weighted equally, and (i) with respect to ROE, calculated as an average of each of the three year-end results; (ii) with respect to efficiency ratio calculated as an average of each of the three year-end results; and (iii) with respect to nonperforming assets to total assets ratio, calculated as an average of each of the twelve quarterly results. Each of these ratios is compared to those of the companies in the S&P U.S. Small Cap Banks Index (“Performance RSU Peer Group”) as of the grant date. The Performance RSU Peer Group is “frozen” as of the grant date. Companies may drop out (but may not be added) if financial information becomes unavailable prior to the conclusion of the Performance Period. These three measures are commonly utilized by banking organizations as reflective of important aspects of their overall financial performance. For the Performance Period, the maximum number of shares of 8,500 for the CEO and of 7,500 for each non-CEO NEOs would be issued on March 25, 2026 for each of the participants if the Company achieves the 75th percentile performance on all three performance measures over the Performance Period. Up to one-third of the maximum number of RSUs subject to the award may be earned for achievement of a given performance metric. None of the Performance RSUs subject to a metric will be earned if performance is below threshold level, while approximately 33 percent will be earned for threshold level performance, approximately 67 percent will be earned for target level performance, and 100 percent will be earned for maximum level performance (or above). Performance between the threshold and maximum levels will earn a number of RSUs based on linear interpolation.

  20. ELEMENTS OF COMPENSATION

    | Performance Criteria and Goals for Performance RSUs | | | | | | Performance Measure | Performance RSUs Subject to Performance Measure | Threshold Goal | Target Goal | Maximum Goal | | Return on Average Equity | 1/3 of RSUs | 25th Percentile | 50th Percentile | 75th Percentile | | Efficiency Ratio | 1/3 of RSUs | 25th Percentile | 50th Percentile | 75th Percentile | | Nonperforming Assets to Total Assets Ratio | 1/3 of RSUs | 25th Percentile | 50th Percentile | 75th Percentile |

  21. ELEMENTS OF COMPENSATION

    | Performance RSU Award Opportunities (as approximate percentage of maximum number of Performance RSUs subject to the performance measure) | | | | | | Return on Average Equity (1/3 of Performance RSUs) | Efficiency Ratio (1/3 of Performance RSUs) | Nonperforming Assets to Total Assets Ratio (1/3 of Performance RSUs) | | Threshold | 33% | 33% | 33% | | Target | 67% | 67% | 67% | | Maximum | 100% | 100% | 100% |

  22. ELEMENTS OF COMPENSATION

    Upon the conclusion of the Performance Period, the performance of the Company and each member of the Performance RSU Peer Group will be calculated for each of the three metrics identified above, (i) with respect to ROE, as an average of each of the three year-end results; (ii) with respect to efficiency ratio, as an average of each of the three year-end results; and (iii) with respect to nonperforming assets to total assets ratio, as an average of each of the twelve quarterly results. Based upon such calculations, the Company’s percentile relative to the peer group will be determined. The Compensation Committee expects future awards to NEOs to have a similar structure. For performance periods prior to 2022, the Company utilized the Texas ratio as a performance criterion for annual bonus calculations and Performance RSU vesting. The Texas ratio was replaced with the nonperforming assets to total assets ratio for the 2022 and 2023 Performance RSU grants. While this new criterion also addresses an important qualitative measure of the Company’s assets, it is more commonly reported by the Company’s peer group members than the Texas ratio. The Compensation Committee expects future bonus and Performance RSU grants to include the nonperforming assets to total assets ratio. DEFERRED COMPENSATION PLAN Our NEOs are eligible to participate in the West Bancorporation, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan was adopted effective January 1, 2013, to provide key individuals, including our non-employee directors and the NEOs, with additional deferral opportunities in planning for retirement. The Deferred Compensation Plan is an unfunded, nonqualified deferred compensation plan that provides an opportunity for eligible participants to voluntarily defer receipt of a portion of their cash compensation. Though permitted under the plan document, the Company has not made any matching or discretionary Company contributions into the Deferred Compensation Plan on behalf of any of our NEOs. Pursuant to the terms of the Deferred Compensation Plan, the Compensation Committee has set the crediting rate equal to the prime rate, adjusted each January 1, on any amounts voluntarily deferred by plan participants. The crediting rate utilized under the plan is notionally based upon the prime rate as of the first business day of the year and was 7.50 percent for 2023 and 8.50 percent for 2024. Our CEO and two other NEOs currently participate in the Deferred Compensation Plan. None of our non-employee directors are currently participating in the Deferred Compensation Plan. 2024 COMPENSATION DECISIONS The Compensation Committee has approved no changes to NEO compensation for 2024. Base salary for the CEO will remain the same at $590,000. Messrs. Olafson and Winterbottom will each continue to receive the same base salary of $375,000, and Ms. Funk and Mr. Peters will each continue to receive the same base salary of $325,000. The annual cash incentive opportunities will also remain unchanged in 2024. The CEO’s long-term equity award remains the same at 8,500 Performance RSUs and 8,500 Time RSUs. The non-CEO NEOs’ long-term equity award remains the same at 7,500 Performance RSUs and 7,500 Time RSUs. EMPLOYMENT AGREEMENTS The Company has employment agreements with certain of its executives, including each NEO, that provide the NEOs with certain severance benefits, as described in this proxy statement under the heading “Potential Payments upon Termination or Change in Control.” The Compensation Committee believes these severance benefits reflect market levels of benefits when they were negotiated and represent fair and appropriate consideration for the executive’s agreement to the post-termination restrictive covenants. The Company believes that the protections afforded by the agreements are a valuable incentive for attracting and retaining top executives. The Company also believes that in the event of an extraordinary corporate transaction, the agreements could prove important to the Company’s ability to retain top management through the transaction process and to provide motivation to the executives to act in the best interests of the Company and its stockholders before, during and after the transaction. PERQUISITES, RETIREMENT AND OTHER BENEFITS As a best practice, we have generally avoided the use of perquisites and other types of benefits for executives, emphasizing instead compensation tied to performance. In 2023, none of the NEOs received any perquisites. Our NEOs participate in our broad-based employee benefit programs, such as medical, dental, disability and life insurance coverage, on the same terms as other eligible employees. Our NEOs are also eligible to participate in our 401(k) retirement plan on the same terms as other eligible employees. During 2023, the Company made a 100 percent Company matching contribution for participant deferrals into the 401(k) retirement plan, up to a maximum of six percent of a participant’s pay. In addition, for 2023, the Company made an additional discretionary Company contribution into the 401(k) retirement plan of two percent of a participant’s pay. The Company’s contributions, in each case, were subject to applicable IRS limitations. All employees of West Bank, including our NEOs, are eligible to receive a discretionary annual holiday bonus paid as a percentage of annual salary. Our NEOs participate in the holiday bonus program on the same terms as our other employees. In 2023, as in prior years, this discretionary bonus was equal to two percent of base salary.

  23. REGULATORY CONSIDERATIONS

    REGULATORY CONSIDERATIONS As a publicly traded financial institution, the Company must comply with multiple layers of regulations when considering and implementing compensation decisions. Although these regulations do not set specific parameters within which compensation decisions must be made, they do require that the Company and the Compensation Committee be mindful of the risks associated with compensation programs designed to incentivize superior performance. Under the FDIC’s 2015 Interagency Guidelines Establishing Standards for Safety and Soundness (the “Safety and Soundness Standards”), excessive compensation is prohibited as an unsafe and unsound practice. When determining whether compensation is excessive, the FDIC has directed financial institutions to consider whether aggregate cash amounts paid or non-cash benefits provided to an employee are unreasonable or disproportionate to the services the employee performs. The Safety and Soundness Standards set forth a framework within which financial institutions should evaluate an employee’s compensation, with factors including compensation history, internal pay equity and, if appropriate, comparable compensation practices at peer institutions. This framework also requires the Company to consider its overall financial condition. Separately, the FDIC, the Federal Reserve, the Office of the Comptroller of the Currency and the Office of Thrift Supervision, together, issued the Guidance on Sound Incentive Compensation Policies, (the “Joint Guidance”) in 2010. The Joint Guidance complements the Safety and Soundness Standards and establishes a framework within which financial institutions must assess the soundness of their incentive compensation plans, programs and arrangements. Because the Joint Guidance is limited to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to the financial institution, it is somewhat narrower in scope than the Safety and Soundness Standards. With respect to those individuals to which it applies, the Joint Guidance aims to ensure that any available incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management and have the support of strong corporate governance. In addition to the foregoing, proposed rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that intend to implement further risk assessment guidelines and procedures may eventually be finalized by the financial institution regulatory agencies and the SEC. It is likely the Company will be subject to those further guidelines and procedures if and when they become finalized and effective. During 2011, the regulatory agencies issued initial proposed guidance with respect to the Dodd-Frank Act risk assessment guidelines and procedures, and they revised and re-proposed this guidance in 2016. In large part, any guidance under the Dodd-Frank Act would likely restate and codify the frameworks presently set forth in the Safety and Soundness Standards and the Joint Guidance. The Company is also subject to the SEC’s rules regarding risk assessment, which apply to all publicly traded companies. The SEC rules require the Company to determine whether any of its existing incentive compensation plans, programs or arrangements create risks that are reasonably likely to have a material adverse effect on the Company. Accordingly, the Company’s Compensation Committee completes a risk assessment of the Company’s compensation programs and components on an annual basis. The Committee has determined that the Company’s incentive compensation plans, programs and arrangements do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that its regular, overall assessment of the compensation plans, programs and arrangements established for the Company’s NEOs includes a sensible, responsible approach toward balancing risks and rewarding reasonable, but not necessarily easily attainable, goals. The Committee annually revisits the frameworks set forth in the Safety and Soundness Standards and the Joint Guidance, as both are effective parts of the Committee’s overall assessment of the balance between risk and reward in the Company’s compensation arrangements. In addition, the Committee continues to monitor the status of the proposed guidance under the Dodd-Frank Act and remains prepared to incorporate into its risk assessment procedures any new guidelines and procedures as may be necessary or appropriate. Finally, when making decisions about executive compensation, the Company also considers the impact of other regulatory provisions, including: Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the tax deductibility of certain compensation; Section 409A of the Code regarding nonqualified deferred compensation; Section 280G of the Code regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control; and the impact of FASB ASC Topic 718, which requires the Company to recognize the compensation cost of grants of equity awards based upon their grant date fair value.

  24. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE Compensation earned for services rendered in the year ended December 31, 2023, to our CEO and our other NEOs is provided in the following table. Compensation for 2022 and 2021 is also presented.

  25. SUMMARY COMPENSATION TABLE

    | Name and Principal Positions | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) (5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (6) | All Other Compensation (7) | Total | | David D. Nelson | 2023 | $590,000 | $11,800 | $288,788 | $371,085 | $15,315 | $26,400 | $1,303,388 | | President and Chief Executive Officer of the Company and Chief Executive Officer of West Bank | 2022 | 514,000 | 10,280 | 395,589 | 308,400 | 3,879 | 30,500 | 1,262,648 | | | 2021 | 485,000 | 9,700 | 257,325 | 239,979 | 3,793 | 29,000 | 1,024,797 | | Jane M. Funk(8) | 2023 | $325,000 | $6,500 | $254,813 | $139,411 | $2,532 | $26,000 | $754,256 | | Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank | 2022 | 300,000 | 6,000 | 276,480 | 180,000 | 426 | 30,000 | 792,906 | | Harlee N. Olafson | 2023 | $375,000 | $7,500 | $254,813 | $160,859 | — | $26,400 | $824,572 | | Executive Vice President and Chief Risk Officer of the Company and West Bank | 2022 | 350,000 | 7,000 | 395,589 | 210,000 | — | 30,500 | 993,089 | | | 2021 | 330,000 | 6,600 | 257,325 | 163,285 | — | 29,000 | 786,210 | | Brad L. Winterbottom | 2023 | $375,000 | $7,500 | $254,813 | $160,859 | — | $26,400 | $824,572 | | Executive Vice President of the Company and President of West Bank | 2022 | 350,000 | 7,000 | 395,589 | 210,000 | — | 30,500 | 993,089 | | | 2021 | 330,000 | 6,600 | 257,325 | 163,285 | — | 29,000 | 786,210 | | Bradley P. Peters | 2023 | $325,000 | $6,500 | $254,813 | $139,411 | $5,912 | $26,000 | $757,636 | | Executive Vice President of the Company and Executive Vice President and Minnesota Market President of West Bank | 2022 | 300,000 | 6,000 | 326,469 | 180,000 | 1,618 | 30,000 | 844,087 | | | 2021 | 268,461 | 5,369 | 171,550 | 136,071 | 1,975 | 118,540 | 701,966 |

  26. SUMMARY COMPENSATION TABLE

    (1)The amounts set forth in the “Salary” column reflect base salary earned during the year including, if any, deferrals and salary increases. (2)The amounts set forth in the “Bonus” column consist of a holiday bonus equal to two percent of annual salary paid to all employees of West Bank. (3)The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of Time RSUs and Performance RSUs granted to each of our NEOs in 2021, 2022 and 2023, as applicable, calculated in accordance with FASB ASC Topic 718. The grant date fair value of Time RSUs is determined using the fair value of our common stock on the date of grant, and the grant date fair value of Performance RSUs is calculated based on the fair value of our common stock on the date of grant and probable outcome of the performance measures for applicable performance period as of the date on which the Performance RSUs are granted. For a discussion of valuation assumptions, see the notes to our audited financial statements included in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024. (4)The amounts set forth in the “Non-Equity Incentive Plan Compensation” column are shown for the year in which the applicable performance measures were satisfied. (5)For 2023, based upon our results and the results of our peers for the fiscal year ended December 31, 2023, actual annual incentive cash bonuses were equal to 62.9 percent of base salary for the CEO and 42.9 percent of base salary for each of the non-CEO NEOs. (6)The amounts set forth in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for Mr. Nelson, Ms. Funk and Mr. Peters represent above-market interest on amounts deferred under the Deferred Compensation Plan. (7)The amounts set forth in the “All Other Compensation” column consists of contributions made by the Company on behalf all NEOs to the Company’s 401(k) retirement plan and, in 2021 for Mr. Peters, $91,694 for the reimbursement of relocation expenses with a gross-up for applicable taxes. (8)Ms. Funk was not an NEO prior to 2022.

  27. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning grants of plan-based awards made to our NEOs during 2023. All equity awards were made under our 2021 Equity Plan.

  28. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards | | Name | Type of Award | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | David D. Nelson | Annual Cash Incentive | | $236,000 | $354,000 | $472,000 | | | | | | | | Time RSUs | 2/20/2023 | | | | | | | 8,500 | $144,500(3) | | | Performance RSUs | 2/20/2023 | | | | 2,833 | 5,666 | 8,500 | | $144,288(4) | | Jane M. Funk | Annual Cash Incentive | | $65,000 | $130,000 | $195,000 | | | | | | | | Time RSUs | 2/20/2023 | | | | | | | 7,500 | $127,500(3) | | | Performance RSUs | 2/20/2023 | | | | 2,500 | 5,000 | 7,500 | | $127,313(4) | | Harlee N. Olafson | Annual Cash Incentive | | $75,000 | $150,000 | $225,000 | | | | | | | | Time RSUs | 2/20/2023 | | | | | | | 7,500 | $127,500(3) | | | Performance RSUs | 2/20/2023 | | | | 2,500 | 5,000 | 7,500 | | $127,313(4) | | Brad L. Winterbottom | Annual Cash Incentive | | $75,000 | $150,000 | $225,000 | | | | | | | | Time RSUs | 2/20/2023 | | | | | | | 7,500 | $127,500(3) | | | Performance RSUs | 2/20/2023 | | | | 2,500 | 5,000 | 7,500 | | $127,313(4) | | Bradley P. Peters | Annual Cash Incentive | | $65,000 | $130,000 | $195,000 | | | | | | | | Time RSUs | 2/20/2023 | | | | | | | 7,500 | $127,500(3) | | | Performance RSUs | 2/20/2023 | | | | 2,500 | 5,000 | 7,500 | | $127,313(4) |

  29. GRANTS OF PLAN-BASED AWARDS

    (1) The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns reflect the threshold, target and maximum payouts for performance under the annual cash incentive plan as described in the CD&A above. The amount earned by each NEO for 2023 performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” (2) The amounts set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns with respect to the 2023 Performance RSUs reflect the threshold, target and maximum number of shares of West Bancorporation, Inc. common stock that may be earned by each individual as a result of the 2023 Performance RSUs granted under the 2021 Equity Plan as described in the CD&A above. The actual number of shares of Company common stock to be delivered as a result of these performance shares will be determined by the performance of the Company during the three-year period from 2023 through 2025. (3) The Time RSUs reflect the grant date fair value of awards granted computed in accordance with FASB ASC Topic 718. (4) The Performance RSUs reflect the grant date fair value of awards computed in accordance with FASB ASC Topic 718 using the maximum level award. RESTRICTED STOCK UNITS In February 2023, the CEO was granted 8,500 Time RSUs and 8,500 Performance RSUs and the non-CEO NEOs were each granted 7,500 Time RSUs and 7,500 Performance RSUs. Each of the awards will be subject to a holding period such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. The Time RSUs are scheduled to vest in five equal annual installments, on March 25 of 2024, 2025, 2026, 2027 and 2028. The Performance RSUs are scheduled to vest on March 25, 2026, based on the relative financial performance of the Company to the identified peer group during the three-year Performance Period. The Performance RSUs are subject to three performance targets, each of which is to be weighted equally, and (i) with respect to ROE, calculated as an average of each of the three year-end results; (ii) with respect to efficiency ratio calculated as an average of each of the three year-end results; and (iii) with respect to nonperforming assets to total assets ratio, calculated as an average of each of the twelve quarterly results. Each of these ratios is compared to those of the Performance RSU Peer Group as defined on the grant date. The Performance RSU Peer Group shall be “frozen” as of the grant date. Companies may drop out (but may not be added) if financial information becomes unavailable prior to the conclusion of the Performance Period.

  30. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table sets forth information concerning outstanding equity awards held as of December 31, 2023 by our NEOs.

  31. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | David D. Nelson | 2/20/2023 | 8,500(2) | $180,200 | 8,500(7) | $180,200 | | | 3/21/2022 | 6,000(3) | 127,200 | 7,500(8) | 159,000 | | | 1/25/2021 | 4,500(4) | 95,400 | 7,500(9) | 159,000 | | | 3/23/2020 | 6,000(5) | 127,200 | | | | | 3/25/2019 | 3,000(6) | 63,600 | | | | Jane M. Funk | 2/20/2023 | 7,500(2) | $159,000 | 7,500(7) | $159,000 | | | 3/21/2022 | 4,800(3) | 101,760 | 6,000(8) | 127,200 | | | 1/25/2021 | 4,500(4) | 95,400 | | | | | 3/23/2020 | 1,400(5) | 29,680 | | | | | 3/25/2019 | 700(6) | 14,840 | | | | Harlee N. Olafson | 2/20/2023 | 7,500(2) | $159,000 | 7,500(7) | $159,000 | | | 3/21/2022 | 6,000(3) | 127,200 | 7,500(8) | 159,000 | | | 1/25/2021 | 4,500(4) | 95,400 | 7,500(9) | 159,000 | | | 3/23/2020 | 6,000(5) | 127,200 | | | | | 3/25/2019 | 3,000(6) | 63,600 | | | | Brad L. Winterbottom | 2/20/2023 | 7,500(2) | $159,000 | 7,500(7) | $159,000 | | | 3/21/2022 | 6,000(3) | 127,200 | 7,500(8) | 159,000 | | | 1/25/2021 | 4,500(4) | 95,400 | 7,500(9) | 159,000 | | | 3/23/2020 | 6,000(5) | 127,200 | | | | | 3/25/2019 | 3,000(6) | 63,600 | | | | Bradley P. Peters | 2/20/2023 | 7,500(2) | $159,000 | 7,500(7) | $159,000 | | | 3/21/2022 | 4,800(3) | 101,760 | 6,000(8) | 127,200 | | | 1/25/2021 | 6,000(4) | 127,200 | | | | | 3/23/2020 | 2,800(5) | 59,360 | | | | | 3/25/2019 | 700(6) | 14,840 | | |

  32. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1) The amounts set forth in the “Market Value of Shares or Units of Stock That Have Not Vested” column are based on a Company stock price of $21.20 per share, which was the closing price per share on December 29, 2023 (the last trading day of the year). (2) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2024, 2025, 2026, 2027 and 2028. (3) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2024, 2025, 2026 and 2027. (4) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2024, 2025 and 2026. (5) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2024 and 2025. (6) The specified Time RSU award vests ratably over five years with a future vesting date of March 25, 2024. (7) The number of Performance RSUs is reported at maximum performance, and the Performance RSUs are scheduled to vest on March 25, 2026. (8) The number of Performance RSUs is reported at maximum performance, and the Performance RSUs are scheduled to vest on March 25, 2025. (9) The number of Performance RSUs is reported at maximum performance, and the Performance RSUs are scheduled to vest on March 25, 2024.

  33. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information for each of our NEOs regarding vesting of stock awards during the year ended December 31, 2023. None of our NEOs held any stock options during 2023.

  34. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | David D. Nelson | 12,000 | $225,600(1) | | Jane M. Funk | 4,500 | 84,600(2) | | Harlee N. Olafson | 12,000 | 225,600(1) | | Brad L. Winterbottom | 12,000 | 225,600(1) | | Bradley P. Peters | 5,300 | 99,640(3) |

  35. OPTION EXERCISES AND STOCK VESTED

    (1) The realized value of Messrs. Nelson, Olafson and Winterbottom’s awards reflects the vesting of 12,000 restricted stock units each on March 25, 2023, with a closing stock price on that date of $18.80. (2) The realized value of Ms. Funk’s award reflects the vesting of 4,500 restricted stock units on March 25, 2023, with a closing stock price on that date of $18.80. (3) The realized value of Mr Peters’ award reflects the vesting of 5,300 restricted stock units on March 25, 2023, with a closing stock price on that date of $18.80.

  36. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information concerning the benefits to which each NEO is entitled under the Deferred Compensation Plan as of December 31, 2023.

  37. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2023(1) | Registrant Contributions in 2023 | Aggregate Earnings in 2023(2) | Aggregate Withdrawals/ Distributions in 2022 | Aggregate Balance at December 31, 2023(3) | | David D. Nelson | $154,200 | $— | $40,053 | $— | $598,216 | | Jane M. Funk | 54,000 | — | 6,628 | — | 103,025 | | Harlee N. Olafson | — | — | — | — | — | | Brad L. Winterbottom | — | — | — | — | — | | Bradley P. Peters | 50,000 | — | 15,460 | — | 229,562 |

  38. NONQUALIFIED DEFERRED COMPENSATION

    (1) The amounts reflected in the “Executive Contributions in 2023” column consists of employee compensation deferrals of 2022 annual bonuses paid in 2023 and were included in the 2022 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. (2) The amounts reflected in the “Aggregate Earnings in 2023” column consists of interest credited annually at a rate equal to the prime rate determined annually on each January 1. The above-market portion of this interest in 2023 is reported for each officer in the Summary Compensation Table. The above-market portion is the amount of interest that exceeds 120 percent of the applicable federal long-term rate, compounding (as prescribed under Section 1274(d) of the Internal Revenue Code) at a rate that corresponds most closely to the rate established under the deferred compensation plan. (3) Of the aggregate balance, the following amounts were reported as compensation in the Summary Compensation Table in prior years; $389,829 (Mr. Nelson), $426 (Ms. Funk) and $33,593 (Mr. Peters). In addition, prior to becoming an NEO, the following contributions and earnings are included in the aggregate balance; $41,097 (Ms. Funk) and $125,194 (Mr. Peters).

  39. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL Each of our NEOs is party to an employment agreement with the Company and West Bank pursuant to which the NEO is entitled to a minimum annual salary and participation in our annual incentive plan and other benefit plans. The table below sets forth the estimated amount of compensation payable to each of our NEOs upon termination of such NEO’s employment in the event of (i) the NEO’s disability or death, (ii) termination by the Company without cause or by the officer for good reason, in each case other than in connection with a change in control or (iii) termination by the Company without cause or by the NEO for good reason, in each case during the period beginning six months before, and ending 24 months after, a change in control. The amounts shown assume the termination was effective as of December 31, 2023, and that the price of Company stock as of termination was the closing price of $21.20 on December 29, 2023 (the last trading day of the year). The value of the Performance RSUs included in the “Acceleration of Stock Awards” rows is reported at maximum performance. The actual amounts to be paid can be determined only following the NEO’s termination. We do not provide any benefits to our NEOs solely as a result of a change in control (no single-trigger benefits).

  40. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | Name | Type of Payment | Payments Upon Disability or Death | Payments Upon Termination by the Company without Cause or by the Executive for Good Reason- No Change in Control | Payments Upon Termination by the Company without Cause or by the Executive for Good Reason-Change in Control | | David D. Nelson | Cash Severance | $— | $1,792,976 | $2,689,464 | | | Continuation of Insurance Benefits | — | 48,474 | 48,474 | | | Acceleration of Stock Awards | 1,091,800 | — | 1,091,800 | | | Total | $1,091,800 | $1,841,450 | $3,829,738 | | Jane M. Funk | Cash Severance | $— | $455,637 | $911,274 | | | Continuation of Insurance Benefits | — | 32,316 | 48,474 | | | Acceleration of Stock Awards | 686,880 | — | 686,880 | | | Total | $686,880 | $487,953 | $1,646,628 | | Harlee N. Olafson | Cash Severance | $— | $553,048 | $1,106,096 | | | Continuation of Insurance Benefits | — | 32,316 | 48,474 | | | Acceleration of Stock Awards | 1,049,400 | — | 1,049,400 | | | Total | $1,049,400 | $585,364 | $2,203,970 | | Brad L. Winterbottom | Cash Severance | $— | $553,048 | $1,106,096 | | | Continuation of Insurance Benefits | — | 32,316 | 48,474 | | | Acceleration of Stock Awards | 1,049,400 | — | 1,049,400 | | | Total | $1,049,400 | $585,364 | $2,203,970 | | Bradley P. Peters | Cash Severance | $— | $476,827 | $953,655 | | | Continuation of Insurance Benefits | — | 32,316 | 48,474 | | | Acceleration of Stock Awards | 748,360 | — | 748,360 | | | Total | $748,360 | $509,143 | $1,750,489 |

  41. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    TERMINATION AND CHANGE IN CONTROL BENEFITS UNDER EMPLOYMENT AGREEMENT WITH MR. NELSON The Company is a party to an employment agreement with Mr. Nelson, with an effective date of July 23, 2012. Under his agreement, Mr. Nelson serves as the President and Chief Executive Officer of the Company and as the Chief Executive Officer of West Bank, as well as a member of the Board of Directors of both entities. The severance benefits are contingent upon Mr. Nelson’s execution of a general release of claims against the Company.

  42. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | Term | The initial term of Mr. Nelson’s agreement ended on December 31, 2015, and extended automatically for an additional year on January 1, 2015 and each January 1 thereafter and will extend on each January 1 going forward unless either party gives notice of nonrenewal. | | Compensation | As of December 31, 2023, Mr. Nelson was entitled to a minimum annual salary of $590,000 pursuant to the agreement, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans. | | Severance | Upon the termination of Mr. Nelson’s employment by the Company without cause or by Mr. Nelson for good reason, the agreement entitles Mr. Nelson to severance payments equal to 200 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in 24 equal monthly installments following the date of termination, as well as 18 months of continued medical coverage at active employee rates. | | Severance with change of control | If such termination occurs within six months prior to or two years following a change in control, Mr. Nelson will be entitled to severance payments equal to 300 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates. | | Non-Competition Period | 24 months following the termination of his employment. | | Non-Solicitation Period | 24 months following the termination of his employment. |

  43. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    TERMINATION AND CHANGE IN CONTROL BENEFITS UNDER EMPLOYMENT AGREEMENT WITH MS. FUNK The Company is a party to an employment agreement with Ms. Funk with an effective date of June 1, 2021. Under her agreement, Ms. Funk serves as Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank. The severance benefits are contingent upon Ms. Funk’s execution of a general release of claims against the Company.

  44. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | Term | The initial term of Ms. Funk’s agreement ended on December 31, 2023, and extended automatically for an additional year on January 1, 2023 and on each January 1 thereafter will extend for an additional year unless terminated in accordance with the terms of the agreement. | | Compensation | As of December 31, 2023, Ms. Funk was entitled to a minimum annual salary of $325,000 pursuant to the agreement, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans. | | Severance | Upon a termination of Ms. Funk’s employment by the Company without cause or by the executive for good reason, the agreement entitles the executive to severance payments equal to 100 percent of the sum of her base salary plus her average annual bonus for the prior three years, payable in 12 equal monthly installments following the date of termination, as well as 12 months of continued medical coverage at active employee rates. | | Severance with change of control | If such termination occurs within six months prior to or two years following a change in control, the executive will be entitled to severance payments equal to 200 percent of the sum of her base salary plus her average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates. | | Non-Competition Period | 12 months following the termination of her employment. | | Non-Solicitation Period | 24 months following the termination of her employment. |

  45. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    TERMINATION AND CHANGE IN CONTROL BENEFITS UNDER EMPLOYMENT AGREEMENTS WITH MESSRS. OLAFSON AND WINTERBOTTOM The Company is a party to employment agreements with each of Messrs. Olafson and Winterbottom, with effective dates of July 23, 2012. Under their respective agreements, Mr. Olafson serves as Executive Vice President and Chief Risk Officer of the Company and West Bank, and Mr. Winterbottom serves as Executive Vice President of the Company and President of West Bank. Each individual serves as a member of the Board of Directors of West Bank. The severance benefits are contingent upon the respective executive’s execution of a general release of claims against the Company.

  46. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | Term | The initial term under each agreement ended on December 31, 2014, and extended automatically for an additional year on January 1, 2014 and each January 1 thereafter and will extend on each January 1 going forward unless either party gives notice of nonrenewal. | | Compensation | As of December 31, 2023, Messrs. Olafson and Winterbottom were each entitled to a minimum annual salary of $375,000 pursuant to their agreements, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans. | | Severance | Upon a termination of the respective executive’s employment by the Company without cause or by the executive for good reason, the agreement entitles the executive to severance payments equal to 100 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in 12 equal monthly installments following the date of termination, as well as 12 months of continued medical coverage at active employee rates. | | Severance with change of control | If such termination occurs within six months prior to or two years following a change in control, the executive will be entitled to severance payments equal to 200 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates. | | Non-Competition Period | 12 months following the termination of the respective executive’s employment. | | Non-Solicitation Period | 24 months following the termination of the respective executive’s employment. |

  47. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    TERMINATION AND CHANGE IN CONTROL BENEFITS UNDER EMPLOYMENT AGREEMENT WITH MR. PETERS The Company is a party to an employment agreement with Mr. Peters, with an effective date of April 29, 2021. Under his agreement, Mr. Peters serves as Executive Vice President of the Company and Executive Vice President and Minnesota Group President of West Bank. The severance benefits are contingent upon Mr. Peters’ execution of a general release of claims against the Company.

  48. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | Term | The initial term of Mr. Peter’s agreement ended on December 31, 2023, and extended automatically for an additional year on January 1, 2023 and on each January 1 thereafter will extend for an additional year unless terminated in accordance with the terms of the agreement. | | Compensation | As of December 31, 2023, Mr. Peters was entitled to a minimum annual salary of $325,000 pursuant to the agreement, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans. | | Severance | Upon a termination of Mr. Peters’ employment by the Company without cause or by the executive for good reason, the agreement entitles the executive to severance payments equal to 100 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in 12 equal monthly installments following the date of termination, as well as 12 months of continued medical coverage at active employee rates. | | Severance with change of control | If such termination occurs within six months prior to or two years following a change in control, the executive will be entitled to severance payments equal to 200 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates. | | Non-Competition Period | 12 months following the termination of his employment. | | Non-Solicitation Period | 24 months following the termination of his employment. |

  49. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    TERMINATION AND CHANGE IN CONTROL BENEFITS UNDER 2017 AND 2021 EQUITY INCENTIVE PLANS All awards under the 2017 Equity Plan and the 2021 Equity Plan then held by the participant will become fully vested immediately if (i) such plans and their respective award agreements are not fully assumed in a change in control, or (ii) such plans and their respective award agreements are fully assumed in the change in control and the participant is terminated by the Company or a subsidiary without cause or the participant resigns for good reason. Further, under the 2017 Equity Plan and the 2021 Equity Plan, all RSUs generally will become fully vested upon the participant’s termination of service due to the participant’s disability or death. In the event that the participant retires (as defined under each plan), the outstanding RSUs will continue to vest as scheduled provided that the participant signs a release and waiver and does not compete with the Company. Under the 2021 Equity Plan, with respect to the Performance RSUs granted to our NEOs in 2021 and thereafter, the awards will vest immediately in connection with a change in control based upon the greater of actual performance through the date of a change in control or target level performance without proration. TERMINATION UNDER DEFERRED COMPENSATION PLAN In the event of a change in control of the Company or the participant’s separation from service due to death or disability, amounts deferred by a participant will be distributed in a lump sum, and Company contributions, if any, will be distributed in accordance with the participant’s elections.

  50. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of our median employee’s annual total compensation and the annual total compensation of Mr. Nelson, our President and CEO (the “Pay Ratio”) as of December 31, 2023. The Pay Ratio, as set forth below, is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee as of December 31, 2021, excluding Mr. Nelson, using a measure of “total cash compensation,” which is defined as the sum of base salary, bonus, incentives, holiday, paid time off and overtime pay, as reflected in our payroll records. We believe this is a reasonable measure of total compensation. Our employee population consisted of 181 employees as of December 31, 2021. This population includes all full-time and part-time employees. We annualized the compensation of employees who were hired during 2021, based on the portion of the year for which they were employed. No full-time equivalent adjustments were made for part-time employees. Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure for identifying our median employee. To calculate the 2023 ratio of compensation of our median employee to that of Mr. Nelson, we calculated the median employee’s annual total compensation consistent with the calculation of Mr. Nelson’s annual total compensation as reported for 2023 in the “Total” column of the Summary Compensation Table included in this proxy statement. This includes total cash compensation as described above as well as Company matching and discretionary contributions to participants in our 401(k) retirement plan and equity awards, as applicable. The annual total compensation for the median employee was $75,462. Mr. Nelson’s total compensation was $1,303,388. The Pay Ratio of Mr. Nelson’s annual total compensation to the annual total compensation of the identified median employee for 2023 was approximately 17.3 to 1.

  51. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In August 2022, the SEC adopted final rules (the “Final Rules”) implementing Section 14(i) (“Section 14(i)”) of the Exchange Act, as added by Section 953(a) of the Dodd-Frank Act. The Final Rules and Section 14(i) require registrants to disclose the relationship between executive compensation registrants actually paid and the financial performance of the registrants. In accordance with the Final Rules and Section 14(i), the following tabular and graphical disclosures set forth the relationship between the compensation actually paid to our NEOs and our financial performance.

  52. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(5) | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs(5) | Total Stockholder Return | Peer Group Total Stockholder Return(6) | Net Income (in thousands) | Return On Average Equity | | 2023 | $1,303,388 | $1,128,618 | $790,259(2) | $662,863(2) | 98.38 | 100.08 | $24,137 | 11.42% | | 2022 | 1,262,648 | 1,060,570 | 905,793(2) | 764,704(2) | 112.28 | 98.03 | 46,399 | 20.71 | | 2021 | 1,024,797 | 1,623,245 | 765,149(3) | 1,269,978(3) | 131.21 | 113.59 | 49,607 | 20.33 | | 2020 | 967,524 | 725,866 | 731,858(4) | 490,200(4) | 78.82 | 85.98 | 32,712 | 14.49 |

  53. PAY VERSUS PERFORMANCE

    (1) The CEO in 2023, 2022, 2021 and 2020 was Mr. Nelson. (2) Non-CEO NEOs in 2023 and 2022 were Messrs. Olafson, Winterbottom and Peters and Ms. Funk. (3) Non-CEO NEOs in 2021 were Messrs. Gulling, Olafson, Winterbottom and Peters. (4) Non-CEO NEOs in 2020 were Messrs. Gulling, Olafson and Winterbottom. (5) See the table immediately following these footnotes for a reconciliation of the Summary Compensation Table compensation and the Compensation Actually Paid to the CEO and Non-CEO NEOs. (6) The peer group consists of the S&P U.S. BMI Banks - Midwest Region Index. The following table reconciles the Summary Compensation Table compensation to the Compensation Actually Paid (“CAP”) in the above table.

  54. PAY VERSUS PERFORMANCE

    | | CEO | | | | Non-CEO NEOs | | | | | Year | 2020 | 2021 | 2022 | 2023 | 2020 | 2021 | 2022 | 2023 | | Summary Compensation Table Total Compensation | $967,524 | $1,024,797 | $1,262,648 | $1,303,388 | $731,858 | $765,149 | $905,793 | $790,259 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (188,198) | (257,325) | (395,589) | (288,788) | (188,198) | (235,881) | (348,532) | (254,813) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 261,150 | 407,213 | 319,725 | 297,160 | 261,150 | 377,761 | 287,753 | 262,200 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (178,260) | 361,410 | (151,725) | (119,715) | (178,260) | 294,169 | (104,453) | (92,717) | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during Fiscal Year | (136,350) | 87,150 | 25,511 | (63,427) | (136,350) | 68,780 | 24,143 | (42,066) | | Compensation Actually Paid | $725,866 | $1,623,245 | $1,060,570 | $1,128,618 | $490,200 | $1,269,978 | $764,704 | $662,863 |

  55. PAY VERSUS PERFORMANCE

    The most important financial performance measures used by the Company in setting compensation for the CEO and all non-CEO NEOs for 2023 are listed in the table below.

  56. PAY VERSUS PERFORMANCE

    | Most Important Financial Performance Measures for Determining NEO Pay | | •Return on average equity | | •Efficiency ratio | | •Nonperforming assets to total assets ratio | | •Net income |