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

DEF 14A of West Bancorporation Inc

Filed Mar 4, 2025 · FY20240001166928-25-000018

Open on EDGAR

  1. To Be Held on April 24, 2025

    To Be Held on April 24, 2025 This proxy statement is being furnished to our stockholders in connection with the solicitation by the Board of Directors (the “Board”) of West Bancorporation, Inc. (the “Company”) of proxies to be used at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held at the Company’s headquarters located at 3330 Westown Parkway, West Des Moines, Iowa on April 24, 2025, at 4:00 p.m. Central time, and at any and all adjournments thereof. Copies of the Company’s 2024 summary annual report to stockholders and Annual Report on Form 10-K, including our consolidated financial statements for the fiscal year ended December 31, 2024, accompany this proxy statement. This proxy statement, form of proxy card, and other accompanying materials are first being provided to stockholders on or about March 4, 2025. We are using the Securities and Exchange Commission (“SEC”) rule that allows us to furnish our proxy statement, Annual Report on Form 10-K for the year ended December 31, 2024 and the proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access proxy materials over the internet. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice.

  2. To Be Held on April 24, 2025

    | 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 |

  3. To Be Held on April 24, 2025

    | PROPOSAL 1 | ELECTION OF DIRECTORS | | | | ✓ | The Board recommends a vote “FOR” each of the nominees listed in the table below. Properly executed proxies will be voted “FOR” the election of the listed individuals, unless contrary instructions are given. |

  4. To Be Held on April 24, 2025

    The Company’s Bylaws provide that the number of directors of the Company shall not be less than 5 nor greater than 15. The Board currently consists of 11 directors. On August 19, 2024, Patrick J. Donovan tendered his resignation as a director of both the Company and West Bank, and the Board size was reduced at that time from 12 to 11. Mr. Donovan’s decision to resign was for personal reasons and was not a result of any conflict with the Company. The Board has considered and nominated all of the current directors for election at the Annual Meeting, except for Steven T. Schuler and Philip Jason Worth. Mr. Schuler, a director since 2018, is ineligible to hold office as a director for an additional term due to reaching the age limitation for board service previously approved by resolution of the Board, which requires that a person who has attained or will attain the age of 73 years on or before the date of the forthcoming annual stockholders’ meeting is not eligible for election to the Board. Accordingly, the Board did not nominate Mr. Schuler for election at the Annual Meeting. As a result, Mr. Schuler’s directorship will end at the Annual Meeting, and we thank him for his service. On January 21, 2025, Mr. Worth informed the Company that he will not stand for re-election to the Board at the Annual Meeting. Mr. Worth has been a member of the Board since 2013 and will continue to serve as a member of the Board until the Annual Meeting. Mr. Worth’s decision not to stand for re-election to the Board was not a result of any disagreement with the Company pertaining to the Company’s operations, policies or practices. As a result, at its February 19, 2025 meeting, the Board approved reducing the size of the Board from 11 to 10, effective immediately prior to the Annual Meeting. We thank Mr. Worth for his service. The Board has also nominated a new nominee, John K. Sorensen. Proxies cannot be voted for more than 10 nominees.

  5. To Be Held on April 24, 2025

    | 80% Independent Directors | 66 Average Age | 8 years Average Tenure | 30% Female Representation |

  6. To Be Held on April 24, 2025

    The term for directors is until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation, removal from office, death or incapacitation. If any nominee or nominees become unavailable for election, it is intended that the size of the Board will be reduced accordingly, provided that the number of nominees shall not be less than five. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote at the Annual Meeting. Any stockholder has the option to withhold authority to vote for any or all nominees. Votes withheld from any nominee and broker non-votes will have no effect on the election of directors, due to the fact that such elections are by a plurality of the votes cast. Information concerning the nominees, including their ages, year first elected as a director of the Company, principal occupation, current assignments on Company committees and description of experience are set forth below. Unless otherwise noted, the nominees have been employed in their principal occupation with the same organization for at least the last five years. Except for John K. Sorensen, all the nominees are currently serving as directors of the Company and as directors of the Company’s wholly-owned subsidiary, West Bank.

  7. To Be Held on April 24, 2025

    | Director Nominees | Age | Director Since | Independent | Principal Occupation | Location | | Lisa J. Elming | 64 | 2021 | Yes | Retired | Johnston, IA | | Steven K. Gaer | 64 | 2011 | Yes | President, Recoop Disaster Insurance | West Des Moines, IA | | Douglas R. Gulling | 71 | 2022 | No | Retired, Former Chief Financial Officer, Executive Vice President, Treasurer of the Company and Chief Financial Officer, Executive Vice President of West Bank | Urbandale, IA | | Sean P. McMurray | 57 | 2013 | Yes | Chief Technology Officer - Emeritus, Businessolver, Inc. | Clive, IA | | George D. Milligan | 68 | 2005 | Yes | Chief Executive Officer, The Graham Group, Inc. and Chair of the Company | Des Moines, IA | | David D. Nelson | 64 | 2010 | No | Chief Executive Officer and President of the Company, and Chair and Chief Executive Officer of West Bank | West Des Moines, IA | | James W. Noyce | 69 | 2009 | Yes | Retired | Grimes, IA | | Rosemary Parson | 67 | 2022 | Yes | Chief Administrative Officer, EquiTrust Life Insurance Company | Urbandale, IA | | John K. Sorensen | 66 | - | Yes | Retired | West Des Moines, IA | | Therese M. Vaughan | 68 | 2019 | Yes | Retired | West Des Moines, IA |

  8. To Be Held on April 24, 2025

    | | 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. | | |

  9. To Be Held on April 24, 2025

    | | 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. | | |

  10. To Be Held on April 24, 2025

    | | 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). | | |

  11. To Be Held on April 24, 2025

    | | 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. | | |

  12. To Be Held on April 24, 2025

    | | 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. | | |

  13. To Be Held on April 24, 2025

    | | 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. | | |

  14. To Be Held on April 24, 2025

    | | 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. | | |

  15. To Be Held on April 24, 2025

    | | 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. | | |

  16. To Be Held on April 24, 2025

    | | 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. | | |

  17. To Be Held on April 24, 2025

    | | 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. | | |

  18. To Be Held on April 24, 2025

    As noted above, with the exception of Messrs. Milligan and Noyce, who are directors of United Fire Group, Inc. and Dr. Vaughan, who is a director of Verisk Analytics, Inc. and Hamilton Insurance Group, LTD., none of the other above nominees holds a directorship in any other company with a class of securities registered pursuant to Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or registered as an investment company under the Investment Company Act of 1940. No other directorships held by nominees in the past five years require disclosure. None of the nominees for director of the Company has any family relationship with any other nominees or with any executive officers of the Company. There are no arrangements or understandings between any of the nominees and any other person pursuant to which he or she was selected as a nominee. BOARD DIVERSITY AREAS OF EXPERTISE The chart below summarizes the types of knowledge, skills and experiences each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The absence of a mark does not mean the director does not possess that qualification or skill; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography included previously in this proxy statement describes these qualifications and relevant experience in more detail.

  19. To Be Held on April 24, 2025

    | | Elming | Gaer | Gulling | McMurray | Milligan | Nelson | Noyce | Parson | Sorensen | Vaughan | | Business Expertise | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Banking and Financial Services Experience | | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Expertise | | | ✓ | | | ✓ | ✓ | | ✓ | ✓ | | Community Presence | | ✓ | | | ✓ | ✓ | | ✓ | ✓ | | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Information Technology | ✓ | | ✓ | ✓ | | | | ✓ | | | | Public Company Executive or Board Experience | | | ✓ | | ✓ | ✓ | ✓ | | | ✓ | | Construction and Commercial Real Estate Expertise | | ✓ | | | ✓ | | | | | | | Government and Public Policy | | ✓ | | | | | | | ✓ | ✓ | | Banking and Insurance Regulations | | | ✓ | | | ✓ | | | ✓ | ✓ |

  20. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is responsible for evaluating and recommending the non-employee director compensation program to the Board for approval at least annually. The non-employee director compensation program provides reasonable compensation for non-employee directors commensurate with their duties and responsibilities as directors and provides a sufficient level of compensation necessary to attract and retain the highest quality directors. The Compensation Committee engaged McLagan, a highly specialized, industry-focused team within Aon PLC’s Human Capital Solutions business, as its independent compensation consultant for 2024 to provide support for director compensation decisions. We believe our non-employee directors should have a significant equity interest in the Company. To promote equity ownership and align the interests of directors with those of our stockholders, director share retention and ownership guidelines are set at three times their annual cash compensation. As of December 31, 2024, all of our non-employee directors hold shares in excess of the requirements in the guidelines, with the exception of two non-employee directors who first became subject to the retention guidelines in 2021 and 2022, respectively. They are expected to make continuing progress towards compliance with the guidelines and until they individually reach the required minimums, they will each be required to retain at least 50 percent of any applicable shares received (on a net after-tax basis) pursuant to our equity incentive plans. The following table sets forth the compensation structure for the non-employee directors for 2024. The equity awards were granted on April 26, 2024.

  21. 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(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 |

  22. DIRECTOR COMPENSATION

    (1) The Board discontinued the Vice-Chair annual fee of $15,000 on April 25, 2024. At the annual organizational meeting of the Board on April 25, 2024, each non-employee director was granted a restricted stock unit award for 1,945 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 2024 was $32,500 on the grant date, the same as the prior year. If a director were to resign during the one-year vesting service period, the unvested restricted stock units would be forfeited. Messrs. Nelson, 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 was a non-executive employee and was compensated through April 2024 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. After Mr. Gulling’s employment ended in April 2024, he was compensated as a director. Mr. Gulling was also compensated as a consultant from May 2024 through July 2024 related to the completion of construction of the Company’s new headquarters. The following table sets forth all compensation earned or paid to our non-NEO directors for the fiscal year ended December 31, 2024.

  23. DIRECTOR COMPENSATION

    | 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 |

  24. DIRECTOR COMPENSATION

    (1)On August 19, 2024, Mr. Donovan tendered his resignation as a director of the Company. (2)The amounts set forth in the “Stock Awards” column reflect the grant date fair value of restricted stock units awarded on April 26, 2024, 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, 2024. Each non-employee director was granted a restricted stock unit award for 1,945 shares of the Company’s common stock with a vesting date of April 24, 2025. 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, 2024. (3)The amount set forth in the “Stock Awards” column reflect the grant date fair value of restricted stock units awarded on February 19, 2024, 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, 2024. Mr. Gulling, as a non-executive employee, was granted a restricted stock unit award for 2,000 shares of the Company’s common stock. The award is scheduled to vest in five equal annual installments, on March 25 of 2025, 2026, 2027, 2028 and 2029. 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. (4)Under Mr. Gulling’s Transitional Retirement Agreement, as amended, Mr. Gulling’s base salary during 2024 was $120,300. Until the Transitional Retirement Agreement expired on April 30, 2024, 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 2024. Subsequent to the expiration of the Transitional Retirement Agreement, Mr. Gulling was compensated as a consultant from May 2024 through July 2024. The amounts set forth in the “Other” column reflect base salary earned during the year including, if any, deferrals and salary increases, an annual incentive bonus, contributions made by the Company on behalf of Mr. Gulling to the Company’s 401(k) retirement plan and consulting fees.

  25. 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. | | 2024 Decisions | There were no changes to base salary from 2023. | There were no changes to the annual cash incentive opportunities from 2023. Annual bonuses were paid out at 101.5 percent of target for the CEO and 102.2 percent of target 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. |

  26. 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 salaries remains the same as the prior year for the CEO as follows:

  27. ANNUAL CASH INCENTIVE OPPORTUNITIES

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

  28. 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:

  29. ANNUAL CASH INCENTIVE OPPORTUNITIES

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

  30. 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.

  31. 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 NEOs’ 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 2024 was 17,000, the same as the prior year. 8,500 are Time RSUs and 8,500 are Performance RSUs. •The total number of RSUs granted to Messrs. Olafson, Winterbottom and Peters and Ms. Funk in 2024 was 15,000 each, the same as the prior year. In each case for 2024, 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 2024 salary, 2024 annual cash incentive target, and grant date fair value of performance based equity incentive target and time based equity awards granted in 2024. 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:

  32. 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 | ✓ No single-trigger cash or time-based equity payments in | | ✓ Clawback policy for incentive compensation | 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 | | | ✓ Offer deferred compensation program participation | |

  33. 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 nine years, and the average tenure of bank officers is over twelve 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 2023 at our 2024 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.

  34. 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 for 2024. 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 support for director and executive officer compensation decisions; •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 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, experience, strategic needs and responsibilities. The following 21 companies were selected as our peer group for 2024. The peer group is used to support compensation decisions and is used for relative performance comparisons in the context of our incentive plans. 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. This is the same peer group used in 2023, except for the removal of Macatawa Bank Corporation following its acquisition by another institution. There are no changes to the peer group for compensation decisions for fiscal year 2025.

  35. OUR COMPENSATION REVIEW PROCESS

    | 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. |

  36. ELEMENTS OF COMPENSATION

    | | | | | | | Peer Group | | | | Key Metrics | Weight | Company Results | Company Percentile Rank | Payout as Percentage of Target | Payout as Percentage of Target | Maximum75th Percentile | Target 50th Percentile | Threshold 25th Percentile | | | | | | CEO | Other NEOs | (%) | (%) | (%) | | Return on Average Equity | 1/3 | 10.71% | 50.0 | 100.00 | 100.00 | 11.83 | 10.71 | 8.40 | | Efficiency Ratio | 1/3 | 63.25% | 28.3 | 71.07 | 56.60 | 54.99 | 59.37 | 63.84 | | Nonperforming Assets Ratio | 1/3 | 0.01% | 100.0 | 133.33 | 150.00 | 0.14 | 0.23 | 0.43 | | Weighted Average Total Payout | | | | 101.47 | 102.20 | | | |

  37. ELEMENTS OF COMPENSATION

    | Name | Cash Incentive Payout | | David D. Nelson | $359,192 | | Jane M. Funk | 132,860 | | Harlee N. Olafson | 153,300 | | Brad L. Winterbottom | 153,300 | | Bradley P. Peters | 132,860 |

  38. ELEMENTS OF COMPENSATION

    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. The 2021 Equity Plan was originally approved at the April 2021 annual stockholders’ meeting and authorized 625,000 shares, and at the April 2024 annual stockholders’ meeting, the Company obtained stockholder approval to increase the number of shares of common stock authorized for issuance under the 2021 Equity Plan by 550,000 shares, from 625,000 shares to 1,175,000 shares. 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, 2024, there were 665,758 remaining shares available for issuance under the 2021 Equity Plan, which reflects an increase in the 2021 Equity Plan’s share reserve by 550,000 shares following stockholder approval at our 2024 annual meeting and additional shares recycled through forfeiture under the 2021 Equity Plan in 2024. The RSU awards granted to our NEOs in 2024 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 2024, 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 2025, 2026, 2027, 2028 and 2029. The Performance RSUs are scheduled to vest on March 25, 2027, 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 2024, 2025 and 2026 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, 2027 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.

  39. 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 |

  40. 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% |

  41. 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. The Performance RSUs that were granted in 2022 are scheduled to vest on March 25, 2025, based on the relative financial performance of the Company to the identified peer group during the three-year performance period consisting of the Company’s 2022, 2023 and 2024 fiscal years. For the three-year performance period ended December 31, 2024, based on preliminary data, the Company estimates that awards will be paid at approximately 143% of target for all NEOs. Once the Company has received the necessary data to make the final calculations, the Compensation Committee will determine the actual payouts, which will be reflected in the proxy statement for our next annual meeting of stockholders. 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 8.50 percent for 2024 and 7.50 percent for 2025. 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. 2025 COMPENSATION DECISIONS The Compensation Committee has approved a 3 percent increase to NEO base salaries for 2025. Base salary for the CEO will be $608,000. Messrs. Olafson and Winterbottom will each receive a base salary of $387,000, and Ms. Funk and Mr. Peters will each receive a base salary of $335,000. The annual cash incentive opportunities will remain unchanged in 2025. 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 each NEO that provide 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 2024, 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 2024, 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 2024, 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 2024, as in prior years, this discretionary bonus was equal to two percent of base salary.

  42. 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. The FDIC has indicated that financial institutions should 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. In order to give the assessment proper context, the assessment should be made in light of the financial institution’s financial condition. Separately, in 2010, the federal regulatory agencies, including the FDIC, the Federal Reserve and the Office of the Comptroller of the Currency, together, issued the Guidance on Sound Incentive Compensation Policies (the “Joint Guidance”). 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. Some form of proposed rules have now been issued three times: first during 2011, then again in 2016 and most recently in 2024. However, none of those proposed rules have yet been finalized. If any such proposed rules under the Dodd-Frank Act are ever finalized, they may impose additional compensation-related risk assessment guidelines and procedures on financial institutions. The Company is also subject to the SEC’s rules regarding risk assessment, which apply to all publicly traded companies. The SEC also maintains compensation risk assessment rules, applicable generally to publicly traded companies, which require the issuer 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 issuer. 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. 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.

  43. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE Compensation earned for services rendered in the year ended December 31, 2024, to our CEO and our other NEOs is provided in the following table. Compensation for 2023 and 2022 is also presented.

  44. 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 | 2024 | $590,000 | $11,800 | $234,473 | $359,192 | $23,478 | $27,600 | $1,246,543 | | President and Chief Executive Officer of the Company and Chief Executive Officer of West Bank | 2023 | 590,000 | 11,800 | 288,788 | 371,085 | 15,315 | 26,400 | 1,303,388 | | | 2022 | 514,000 | 10,280 | 395,589 | 308,400 | 3,879 | 30,500 | 1,262,648 | | Jane M. Funk | 2024 | $325,000 | $6,500 | $206,888 | $132,860 | $4,304 | $26,000 | $701,552 | | Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank | 2023 | 325,000 | 6,500 | 254,813 | 139,411 | 2,532 | 26,000 | 754,256 | | | 2022 | 300,000 | 6,000 | 276,480 | 180,000 | 426 | 30,000 | 792,906 | | Harlee N. Olafson | 2024 | $375,000 | $7,500 | $206,888 | $153,300 | — | $27,600 | $770,288 | | Executive Vice President and Chief Risk Officer of the Company and Executive Vice President, Chief Risk Officer and Chief Operating Officer of West Bank | 2023 | 375,000 | 7,500 | 254,813 | 160,859 | — | 26,400 | 824,572 | | | 2022 | 350,000 | 7,000 | 395,589 | 210,000 | — | 30,500 | 993,089 | | Brad L. Winterbottom | 2024 | $375,000 | $7,500 | $206,888 | $153,300 | — | $27,600 | $770,288 | | Executive Vice President of the Company and President of West Bank | 2023 | 375,000 | 7,500 | 254,813 | 160,859 | — | 26,400 | 824,572 | | | 2022 | 350,000 | 7,000 | 395,589 | 210,000 | — | 30,500 | 993,089 | | Bradley P. Peters | 2024 | $325,000 | $6,500 | $206,888 | $132,860 | $7,126 | $26,000 | $704,374 | | Executive Vice President of the Company and Executive Vice President and Minnesota Market President of West Bank | 2023 | 325,000 | 6,500 | 254,813 | 139,411 | 5,912 | 26,000 | 757,636 | | | 2022 | 300,000 | 6,000 | 326,469 | 180,000 | 1,618 | 30,000 | 844,087 |

  45. 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 2022, 2023 and 2024, 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 the maximum level of achievement, the probable outcome of the performance measures for the 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 for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025. (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 2024, based upon our results and the results of our peers for the fiscal year ended December 31, 2024, actual annual incentive cash bonuses were equal to 101.5 percent of target for the CEO and 102.2 percent of target 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.

  46. 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 2024. All equity awards were made under our 2021 Equity Plan.

  47. 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 | 2/19/2024 | | | | | | | 8,500 | $117,385(3) | | | Performance RSUs | 2/19/2024 | | | | 2,833 | 5,666 | 8,500 | | 117,088(4) | | Jane M. Funk | Annual Cash Incentive | | $65,000 | $130,000 | $195,000 | | | | | | | | Time RSUs | 2/19/2024 | | | | | | | 7,500 | $103,575(3) | | | Performance RSUs | 2/19/2024 | | | | 2,500 | 5,000 | 7,500 | | 103,313(4) | | Harlee N. Olafson | Annual Cash Incentive | | $75,000 | $150,000 | $225,000 | | | | | | | | Time RSUs | 2/19/2024 | | | | | | | 7,500 | $103,575(3) | | | Performance RSUs | 2/19/2024 | | | | 2,500 | 5,000 | 7,500 | | 103,313(4) | | Brad L. Winterbottom | Annual Cash Incentive | | $75,000 | $150,000 | $225,000 | | | | | | | | Time RSUs | 2/19/2024 | | | | | | | 7,500 | $103,575(3) | | | Performance RSUs | 2/19/2024 | | | | 2,500 | 5,000 | 7,500 | | 103,313(4) | | Bradley P. Peters | Annual Cash Incentive | | $65,000 | $130,000 | $195,000 | | | | | | | | Time RSUs | 2/19/2024 | | | | | | | 7,500 | $103,575(3) | | | Performance RSUs | 2/19/2024 | | | | 2,500 | 5,000 | 7,500 | | 103,313(4) |

  48. 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 2024 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 2024 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 2024 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 2024 through 2026. (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 of achievement, the probable outcome of the applicable performance conditions as of the grant date. RESTRICTED STOCK UNITS In February 2024, 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 2025, 2026, 2027, 2028 and 2029. The Performance RSUs are scheduled to vest on March 25, 2027, 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.

  49. 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, 2024 by our NEOs.

  50. 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 | 2/19/2024 | 8,500(2) | $184,025 | 8,500(7) | $184,025 | | | 2/20/2023 | 6,800(3) | 147,220 | 8,500(8) | 184,025 | | | 3/21/2022 | 4,500(4) | 97,425 | 7,500(9) | 162,375 | | | 1/25/2021 | 3,000(5) | 64,950 | | | | | 3/23/2020 | 3,000(6) | 64,950 | | | | Jane M. Funk | 2/19/2024 | 7,500(2) | $162,375 | 7,500(7) | $162,375 | | | 2/20/2023 | 6,000(3) | 129,900 | 7,500(8) | 162,375 | | | 3/21/2022 | 3,600(4) | 77,940 | 6,000(9) | 129,900 | | | 1/25/2021 | 3,000(5) | 64,950 | | | | | 3/23/2020 | 700(6) | 15,155 | | | | Harlee N. Olafson | 2/19/2024 | 7,500(2) | $162,375 | 7,500(7) | $162,375 | | | 2/20/2023 | 6,000(3) | 129,900 | 7,500(8) | 162,375 | | | 3/21/2022 | 4,500(4) | 97,425 | 7,500(9) | 162,375 | | | 1/25/2021 | 3,000(5) | 64,950 | | | | | 3/23/2020 | 3,000(6) | 64,950 | | | | Brad L. Winterbottom | 2/19/2024 | 7,500(2) | $162,375 | 7,500(7) | $162,375 | | | 2/20/2023 | 6,000(3) | 129,900 | 7,500(8) | 162,375 | | | 3/21/2022 | 4,500(4) | 97,425 | 7,500(9) | 162,375 | | | 1/25/2021 | 3,000(5) | 64,950 | | | | | 3/23/2020 | 3,000(6) | 64,950 | | | | Bradley P. Peters | 2/19/2024 | 7,500(2) | $162,375 | 7,500(7) | $162,375 | | | 2/20/2023 | 6,000(3) | 129,900 | 7,500(8) | 162,375 | | | 3/21/2022 | 3,600(4) | 77,940 | 6,000(9) | 129,900 | | | 1/25/2021 | 4,000(5) | 86,600 | | | | | 3/23/2020 | 1,400(6) | 30,310 | | |

  51. 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” and “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” columns are based on a Company stock price of $21.65 per share, which was the closing price per share on December 31, 2024. (2) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2025, 2026, 2027, 2028 and 2029. (3) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2025, 2026, 2027 and 2028. (4) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2025, 2026 and 2027. (5) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2025 and 2026. (6) The specified Time RSU award vests ratably over five years with a future vesting date of March 25, 2025. (7) The number of Performance RSUs is reported at maximum performance, and the Performance RSUs are scheduled to vest on March 25, 2027. (8) The number of Performance RSUs is reported at maximum performance, and the Performance RSUs are scheduled to vest on March 25, 2026. (9) The number of Performance RSUs is reported at maximum performance, and the Performance RSUs are scheduled to vest on March 25, 2025.

  52. 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, 2024. None of our NEOs held any stock options during 2024.

  53. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (1) | Value Realized on Vesting (2) | | David D. Nelson | 18,200 | $311,220 | | Jane M. Funk | 5,600 | 95,760 | | Harlee N. Olafson | 18,000 | 307,800 | | Brad L. Winterbottom | 18,000 | 307,800 | | Bradley P. Peters | 6,800 | 116,280 |

  54. OPTION EXERCISES AND STOCK VESTED

    (1) The amounts set forth in the “Number of Shares Acquired on Vesting” column represent the number of Time RSUs and Performance RSUs that vested in 2024. (2) The amounts set forth in the “Value Realized on Vesting” column are determined by multiplying the number of Time RSUs and Performance RSUs that vested in 2024 by $17.10, the closing price of the Company’s common stock on the vesting date of such units.

  55. 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, 2024.

  56. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2024(1) | Registrant Contributions in 2024 | Aggregate Earnings in 2024(2) | Aggregate Withdrawals/ Distributions in 2024 | Aggregate Balance at December 31, 2024(3) | | David D. Nelson | $185,543 | $— | $64,887 | $— | $848,646 | | Jane M. Funk | 41,823 | — | 11,901 | — | 156,749 | | Harlee N. Olafson | — | — | — | — | — | | Brad L. Winterbottom | — | — | — | — | — | | Bradley P. Peters | — | — | 19,661 | — | 249,223 |

  57. NONQUALIFIED DEFERRED COMPENSATION

    (1) The amounts reflected in the “Executive Contributions in 2024” column consists of employee compensation deferrals of 2023 annual bonuses paid in 2024 and were included in the 2023 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. (2) The amounts reflected in the “Aggregate Earnings in 2024” column consists of interest credited annually at a rate equal to the prime rate determined annually on each January 1. For each NEO, the above-market portion of this interest is equal to the difference between the interest actually credited annually and the interest if it had instead been credited at 120 percent of the long-term applicable federal rate (with compounding). In 2024,the above-market portion of this interest is reported for each officer in the Summary Compensation Table as follows: $23,478 (Mr. Nelson), $4,304 (Ms. Funk) and $7,126 (Mr. Peters). (3) Of the aggregate balance, the following amounts were reported as compensation in the Summary Compensation Table in prior years:$559,344 (Mr. Nelson), $56,958 (Ms. Funk) and $89,505 (Mr. Peters). In addition, the aggregate balance includes the following amounts that were contributed and earned prior to becoming an NEO: $41,097 (Ms. Funk) and $125,194 (Mr. Peters).

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

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL The table below sets forth the estimated amount of compensation payable to each of our NEOs upon (i) termination of such NEO’s employment in the event of (A) the NEO’s disability or death, (B) 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 (C) 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 or (ii) a change in control. The amounts shown assume the termination or change in control was effective as of the last business day of the fiscal year ended December 31, 2024, and that the price of Company stock as of such termination or change in control was $21.65, the closing price of the Company’s stock on December 31, 2024. The value of the Performance RSUs is reported at maximum performance. The actual amounts to be paid can be determined only following the NEO’s termination.

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

    | Name | Type of Payment | Payments Upon Disability or Death | Change in Control | 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. | Cash Severance | $— | $— | $1,872,451 | $2,808,677 | | Nelson | Continuation of Insurance Benefits | — | — | 50,670 | 50,670 | | | Acceleration of Performance RSUs | 530,425 | 530,425 | — | 530,425 | | | Acceleration of Time RSUs | 558,570 | — | — | 558,570 | | | Total | $1,088,995 | $530,425 | $1,923,121 | $3,948,342 | | Jane M. | Cash Severance | $— | $— | $475,757 | $951,514 | | Funk | Continuation of Insurance Benefits | — | — | 33,780 | 50,670 | | | Acceleration of Performance RSUs | 454,650 | 454,650 | — | 454,650 | | | Acceleration of Time RSUs | 450,320 | — | — | 450,320 | | | Total | $904,970 | $454,650 | $509,537 | $1,907,154 | | Harlee N. | Cash Severance | $— | $— | $549,720 | $1,099,439 | | Olafson | Continuation of Insurance Benefits | — | — | 33,780 | 50,670 | | | Acceleration of Performance RSUs | 487,125 | 487,125 | — | 487,125 | | | Acceleration of Time RSUs | 519,600 | — | — | 519,600 | | | Total | $1,006,725 | $487,125 | $583,500 | $2,156,834 | | Brad L. | Cash Severance | $— | $— | $549,720 | $1,099,439 | | Winterbottom | Continuation of Insurance Benefits | — | — | 33,780 | 50,670 | | | Acceleration of Performance RSUs | 487,125 | 487,125 | — | 487,125 | | | Acceleration of Time RSUs | 519,600 | — | — | 519,600 | | | Total | $1,006,725 | $487,125 | $583,500 | $2,156,834 | | Bradley P. | Cash Severance | $— | $— | $475,757 | $951,514 | | Peters | Continuation of Insurance Benefits | — | — | 33,780 | 50,670 | | | Acceleration of Performance RSUs | 454,650 | 454,650 | — | 454,650 | | | Acceleration of Time RSUs | 487,125 | — | — | 487,125 | | | Total | $941,775 | $454,650 | $509,537 | $1,943,959 |

  60. 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.

  61. 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, 2024, 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. |

  62. 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.

  63. 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, 2024, 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. |

  64. 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 Executive Vice President, Chief Risk Officer and Chief Operating Officer of 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.

  65. 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, 2024, 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. |

  66. 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.

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

    | Term | The initial term of Mr. Peters’ 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, 2024, 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. |

  68. 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.

  69. 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, 2024. 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, 2024, 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 189 employees as of December 31, 2024. This population includes all full-time and part-time employees. We annualized the compensation of employees who were hired during 2024, 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 2024 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 2024 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 $74,576. Mr. Nelson’s total compensation was $1,246,543. The Pay Ratio of Mr. Nelson’s annual total compensation to the annual total compensation of the identified median employee for 2024 was approximately 16.7 to 1.

  70. 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.

  71. 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 | | 2024 | $1,246,543 | $1,309,926 | $736,626(2) | $804,714(2) | 105.98 | 122.10 | $24,050 | 10.71% | | 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 |

  72. PAY VERSUS PERFORMANCE

    (1) The CEO in 2024, 2023, 2022, 2021 and 2020 was Mr. Nelson. (2) Non-CEO NEOs in 2024, 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.

  73. PAY VERSUS PERFORMANCE

    | | CEO | | | | | Non-CEO NEOs | | | | | | Year | 2020 | 2021 | 2022 | 2023 | 2024 | 2020 | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total Compensation | $967,524 | $1,024,797 | $1,262,648 | $1,303,388 | $1,246,543 | $731,858 | $765,149 | $905,793 | $790,259 | $736,626 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (188,198) | (257,325) | (395,589) | (288,788) | (234,473) | (188,198) | (235,881) | (348,532) | (254,813) | (206,888) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 261,150 | 407,213 | 319,725 | 297,160 | 307,998 | 261,150 | 377,761 | 287,753 | 262,200 | 271,763 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (178,260) | 361,410 | (151,725) | (119,715) | 34,907 | (178,260) | 294,169 | (104,453) | (92,717) | 30,976 | | + 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) | (45,049) | (136,350) | 68,780 | 24,143 | (42,066) | (27,763) | | Compensation Actually Paid | $725,866 | $1,623,245 | $1,060,570 | $1,128,618 | $1,309,926 | $490,200 | $1,269,978 | $764,704 | $662,863 | $804,714 |

  74. 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 2024 are listed in the table below.

  75. 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 |