Document

DEF 14A 1 wtba-20211231xdef14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


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

WEST BANCORPORATION, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


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

o			Fee paid previously with preliminary materials.
o			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
			(1) Amount Previously Paid:
			(2) Form, Schedule or Registration Statement No.:
			(3) Filing Party:
			(4) Date Filed:

Notice of Annual Meeting of Stockholders

Fellow Stockholders:

Please join us in person for our Annual Meeting. We will review the progress of the Company and answer questions during the meeting. If a quorum of stockholders is represented at the meeting, the following matters will be presented for votes:

Items of Business

About the Meeting

Item 1.

The The election of 13 directors to serve on the Board of Directors until the next annual meeting of stockholders and until their successors are elected and qualified;

Meeting Date:

Time:

April 28, 2022

4:00 p.m. Central time

Item 2.

The approval, on a nonbinding basis, of the 2021 compensation of the named executive officers disclosed in the proxy statement;

Address:

David L. Miller Conference Center
1601 22nd Street
West Des Moines, IA 50266

Item 3.

The ratification of the appointment of RSM US LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022; and

Record Date:

February 18, 2022

Item 4.

All other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.

We are using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, Annual Report on Form 10-K for the year ended December 31, 2021 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. This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021 are available at www.westbankstrong.com. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice. By delivering proxy materials electronically to our stockholders, we can reduce the costs of printing and mailing our proxy materials. The notice is first being mailed to stockholders and we intend to provide access to the proxy materials to the stockholders of record beginning on or about March 10, 2022.

Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the meeting by following the instructions from your Notice of Internet Availability or proxy card, as applicable.


Vote Online 8	Vote by Phone (	Vote by Mail *
Before the meeting: www.proxyvote.com	1-800-690-6903	If you request to receive your proxy materials by mail, sign, date and return your proxy card in the envelope provided.

Thank you for your interest in our Company.

For the Board of Directors,

/s/ James W. Noyce

James W. Noyce

Board Chair

West Bancorporation, Inc.

March 10, 2022

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PROXY SUMMARY

This summary highlights selected information about the matters to be voted on at the Annual Meeting. You should read the entire proxy statement before voting. For more information regarding the Company’s 2021 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.


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

Committee

Company

Bank

Director Nominees

Age

Director
Since

Principal Occupation

Location

NCG

Patrick J. Donovan

2019

Retired

St. Paul, MN

Lisa J. Elming

2021

Retired

Johnston, IA

Steven K. Gaer

2011

Chief Operating Officer and General Counsel, R&R Realty Group

West Des Moines, IA

Michael J. Gerdin

2013

Chairman and Chief Executive Officer, Heartland Express, Inc.

North Liberty, IA

Douglas R. Gulling

2022

Retired 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

2013

Chief Technology Officer - Emeritus, Businessolver, Inc.

Clive, IA

George D. Milligan

2005

President, The Graham Group, Inc.

Des Moines, IA

David D. Nelson

2010

Chief Executive Officer and President of the Company, and
Chair and Chief Executive Officer of West Bank

West Des Moines, IA

James W. Noyce

2009

Chair of the Company

West Des Moines, IA

Rosemary Parson

Senior Vice President of Policy Administration and Community Relations, EquiTrust Life Insurance Company

Urbandale, IA

Steven T. Schuler

2018

Retired

Urbandale, IA

Therese M. Vaughan

2019

Professional Director of the Vaughan Institute of Risk Management, University of Iowa

Des Moines, IA

Philip Jason Worth

2013

President, Gilcrest/Jewett Lumber Company

West Des Moines, IA

AC = Audit Committee; CC = Compensation Committee; NCG = Nominating and Corporate Governance Committee;

RC = Risk Management and Information Technology Committee; DL = Directors Loan Committee; TR = Trust Committee;

C = Chair; M = Member.

All director nominees are independent, except for Mr. Nelson and Mr. Gulling.

Corporate Governance Highlights


ü			The positions of Chair and Chief Executive Officer are separately held.
ü			Our Chair is independent.
ü			We impose a director age limit of 73.
ü			Only independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance committees of the Company Board.
ü			Executive sessions of the independent directors are held at all in-person Board meetings.
ü			Annual Board and committee performance evaluations are conducted.
ü			Ongoing and active risk oversight is performed by a separate risk management committee.
ü			We consider diversity of Board composition, including each director’s skills, expertise, experience, gender, race and ethnicity.


			PROPOSAL 2. Approve the 2021 compensation of the Company’s named executive officers.			Our Board recommends a vote FOR this proposal.

In consultation with a third-party compensation consultant, the Company structured its 2021 executive compensation program to align with stockholder interests and the long-term interests of the Company, appropriately balance risk and reward, and attract and retain a talented executive team. The executive compensation program principles include pay for performance, a balanced mix of fixed and at-risk compensation and market-competitive pay opportunities. The target total direct compensation mix evidences a strong pay-for-performance culture with a significant amount of named executive officer pay at-risk.

Executive Compensation Highlights


Element	Base Salary	Annual Cash Incentives	Long-Term Equity Incentives	Other
CEO Mix %	47%	25%	25%	3%
Average Other NEO Mix %	38%	20%	36%	6%
Highlights	•Fixed compensation set to be competitive within our industry. •Adjusted annually based on numerous factors, including scope of an executive officer’s responsibilities, demonstrated performance and relevant market data. •2021 adjustment was 4.9 percent for the CEO and 3.8 percent for the other NEOs.	•Annual cash bonus opportunity intended to motivate and reward executives for the achievement of certain business goals and strategies. •Primarily based on: •the Company’s net profit and •the Company’s performance relative to its peer group based on return on average equity, efficiency ratio and Texas ratio. •No changes have been made to the maximum eligible amount of cash bonus for 2021, which has been 60 percent of base salary for several years.	•Award of time-based and performance-based RSUs that incentivize executives to deliver long-term value, while also providing a retention vehicle for our executives. •The total number of RSUs granted in 2021 remained the same as in prior years. •In 2021, grants for our NEOs were 50 percent performance-based and 50 percent time-based RSUs. •The 2021 time-based RSUs vest ratably over five years. •The 2021 performance-based RSUs cliff vest at the end of three years in accordance with the award performance criteria.

Compensation Program Highlights


ü			We pay for performance.
ü			We align executives’ financial interests with stockholders’ interests.
ü			Our programs support the Company’s and West Bank’s values, strategy and development of employees.
ü			Our compensation practices foster a team approach among named executive officers.
ü			Our compensation practices attract and retain leaders capable of delivering superior business results.
ü			We provide competitive cash and total compensation opportunities and benefits.
ü			We adhere to the highest legal and ethical standards.


			PROPOSAL 3. Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2022.			Our Board recommends a vote FOR this proposal.

The Audit Committee of the Board has reappointed RSM US LLP (“RSM”), independent certified public accountants, as the Company’s independent registered public accounting firm for the year ending December 31, 2022. RSM will conduct the annual audit of the Company and its subsidiary for 2022. RSM has served as the Company’s independent registered public accounting firm since 1998. The Company is asking its stockholders to ratify the appointment of RSM as the Company’s independent registered public accounting firm for 2022.

PROXY STATEMENT

TABLE OF CONTENTS


Questions and Answers			3

Proposal 1. Election of Directors			6

Governance and Board of Directors			14
General			14
Committees of the Board of Directors			15
Code of Ethics			17
Environmental Sustainability and Social Responsibility Efforts			17
Board Leadership Structure			20
Board's Role in Risk Oversight			21
Nominating and Corporate Governance Committee Report			22
Director Compensation			23
Executive Officers of the Company			24
Security Ownership of Certain Beneficial Owners and Executive Officers			25
Other Beneficial Owners			25
Section 16 Reporting			26
Change s in Control			26

Executive Compensation			26
Compensation Discussion & Analysis			26
Compensation Committee Report			39
Summary Compensation Table			40
Grants of Plan-Based Awards			41
Outstanding Equity Awards at Fiscal Year End			42
Option Exercises and Stock Vested			43
Nonqualified Deferred Compensation			43
Potential Payments Upon Termination or Change in Control			44
CEO Pay Ratio			47
Compensation Committee Interlocks and Insider Participation			47

Proposal 2. Approve the 202 1 Compensation of the Company’s Named Executive Officers			47

Independent Registered Public Accounting Firm Fees and Services			48
Proposal 3 . Ratify the Appointment of Independent Registered Public Accounting Firm			48
Audit Fees			49
Audit Committee Report			49

General Matters			50
Certain Relationships and Related Transactions			50
202 3 Stockholder Proposals			50
Stockholder Communications			51
Delivery of Documents to Stockholders Sharing an Address			51

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Proxy Statement Table of Contents

WEST BANCORPORATION, INC.

1601 22nd Street

West Des Moines, Iowa 50266

PROXY STATEMENT

2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 28, 2022

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 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held in the David L. Miller Conference Center at the Company’s headquarters located at 1601 22nd Street, West Des Moines, Iowa on April 28, 2022, at 4:00 p.m. Central time, and at any and all adjournments thereof. Copies of the Company’s 2021 summary annual report to stockholders and Form 10-K containing the annual report to stockholders, including our consolidated financial statements for the fiscal year ended December 31, 2021, accompany this proxy statement. This proxy statement, form of proxy, and other accompanying materials are first being provided to stockholders on or about March 10, 2022.

QUESTIONS AND ANSWERS


What is a proxy statement?			A proxy statement is a document required by the Securities and Exchange Commission (the “SEC”) that, among other things, explains the items on which you are asked to vote on at the Annual Meeting.
Why did I receive access to this proxy statement and proxy card?			We have made the proxy materials available to you over the internet because you were a stockholder of record of the Company at the close of business on February 18, 2022 (the “Record Date”). As a stockholder of record on the Record Date, you are entitled to vote at the Annual Meeting. This proxy statement describes the matters that will be presented for consideration by the stockholders at the Annual Meeting. It also gives you information concerning those matters to assist you in making an informed decision on each matter. If you vote pursuant to the instructions set forth in the notice and herein, you appoint the proxy holders as your representatives at the Annual Meeting. The proxy holders will vote your shares as you have instructed, thereby ensuring your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we ask that you instruct the proxies how to vote your shares in advance of the meeting just in case your plans change.
Why did I receive a notice regarding the internet availability of proxy materials instead of paper copies of the proxy materials?			We are using the SEC’s notice and access rule that allows us to furnish our proxy materials over the internet to our stockholders instead of mailing paper copies of those materials to each stockholder. As a result, beginning on or about March 10, 2022, we sent our stockholders by mail a notice containing instructions on how to access our proxy materials over the internet and vote. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice.
What matters will be voted on at the meeting?			You are being asked to vote on the following matters proposed by our Board: (1)the election of 13 directors to serve on the Board until the next annual meeting of stockholders and until their successors are elected and qualified; (2)the approval, on a nonbinding basis, of the 2021 compensation of the named executive officers, commonly known as a “say-on-pay” proposal; and (3)the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the 2022 fiscal year. These matters are more fully described in this proxy statement. We are not aware of any other matters that will be voted on at the Annual Meeting. However, if any other business properly comes before the meeting, the persons named as proxies for stockholders will vote on such matters in a manner they consider appropriate.

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Proxy Statement Table of Contents


How do I vote?			After reviewing this document, please submit your proxy using any of the voting methods indicated on the notice. You may vote by telephone, by internet, by mail if you complete, sign, date and mail the proxy card you received in the mail, if you received paper copies of the proxy materials, or in person at the Annual Meeting. By submitting your proxy, you authorize the individuals named in it to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Your vote is important. Whether or not you plan to attend the Annual Meeting, please submit your proxy card promptly in the enclosed envelope, or through the internet or via telephone by following the instructions on the proxy card. If you sign and return your proxy card but do not mark the card to provide voting instructions, the shares represented by your proxy card will be voted “FOR” all 13 nominees named in this proxy statement, “FOR” the approval of the say-on-pay proposal and “FOR” the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the 2022 fiscal year. If you are a beneficial owner and a broker or other fiduciary is the record holder of your shares (which is usually referred to as “street name” ownership), then you received this proxy statement from the record holder of the shares that you beneficially own. The record holder should have given you instructions for directing how the record holder should vote your shares. It will then be the record holder’s responsibility to vote your shares in the manner you direct. If you want to vote in person, please come to the Annual Meeting. We will distribute ballots to anyone who wants to vote at the meeting. Please note, however, that if your shares are held in the name of a broker or other fiduciary (i.e., in street name), you will need to arrange to obtain a legal proxy from the record holder to vote in person at the meeting. Even if you plan to attend the Annual Meeting, we ask that you complete and return your proxy card or vote via the internet or by telephone in advance of the Annual Meeting in case your plans change.
If I hold shares in the name of a broker, who votes my shares?			If your broker holds your shares in its name and you have not provided voting instructions for your shares, your broker may choose to either leave your shares unvoted or vote your shares on certain “routine” matters on which the broker is deemed to have discretionary voting authority. The ratification of the appointment of a company’s independent registered public accounting firm is considered a routine matter, while the election of directors and the approval of say-on-pay proposals are considered nonroutine matters. Thus, if you do not provide instructions to your broker as to how it should vote the shares beneficially owned by you, your broker will be able to vote on the ratification of the appointment of RSM US LLP as our independent registered public accounting firm but will not be permitted to vote on the election of directors or the approval of the say-on-pay proposal. If your broker does not receive instructions from you on how to vote on a particular matter on which your broker does not have discretionary authority to vote, your broker will return the proxy to us indicating the broker does not have authority to vote on these matters. This is referred to as a “broker non-vote” with respect to the nonroutine matters and will affect the outcome of the voting as described below under “What options do I have in voting on each of the proposals?” Therefore, we encourage you to provide directions to your broker as to how you want your shares voted on all matters brought before the Annual Meeting.
If I hold shares in the West Bancorporation 401(k) retirement plan, who votes my shares?			If you are a holder of stock in the Company’s 401(k) retirement plan (the “Plan”), you can direct the trustee of the Plan (the “Trustee”) how to vote the number of shares you hold in the Plan for each proposal included in this proxy statement. If you do not provide timely voting directions to the Trustee, then the Trustee shall vote the shares held for your benefit in the same proportion as those shares of stock held in the Plan for which the Trustee has received proper directions for voting.
What if I change my mind after I return my proxy?			If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close for the meeting. You may do this by: •signing another proxy card with a later date and returning that proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; •timely submitting another proxy via the internet; •timely submitting another proxy via telephone; •sending notice to us at the address below that you are revoking your proxy; or •voting in person at the meeting. All written notices of revocation and other written communications with respect to revocation of proxies should be sent to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717. If you hold your shares in the name of your broker and desire to revoke your proxy, you will need to contact your broker.

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Proxy Statement Table of Contents


How many votes do we need to hold the Annual Meeting?			The holders of a majority of the outstanding shares of the Company entitled to vote as of the Record Date must be present in person or by proxy at the meeting in order to hold the meeting and conduct business. Shares are counted as present at the meeting if the stockholder either: •has properly submitted a signed proxy card or other form of proxy (through the internet or telephone); or •attends the Annual Meeting in person. Shares of common stock held by stockholders abstaining from voting but otherwise present at the meeting in person or by proxy, votes withheld, and broker non-votes are included in determining whether a quorum is present. On the Record Date, there were 16,554,846 shares of common stock issued and outstanding, all of which were entitled to vote. Therefore, at least 8,277,424 shares need to be present, in person or by proxy, at the Annual Meeting to conduct business. Each share of common stock is entitled to one vote.
What happens if a nominee is unable to stand for re-election?			The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee at the discretion of the proxy holders. Proxies cannot be voted for more than 13 nominees. We have no reason to believe any nominee will be unable to stand for election.
What options do I have in voting on each of the proposals?			The directors are elected by a plurality of the votes cast by the shares entitled to vote, and the 13 nominees receiving the greatest number of votes cast “FOR” their election will be elected as directors of the Company. Votes withheld from any nominee will have no effect on the election of directors if the number of nominees is not greater than the number of directors to be elected due to the fact that such elections are by a plurality of the votes cast. The number of votes cast “FOR” the proposal must exceed the number of votes cast “against” such proposal to approve the say-on-pay proposal and the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The vote on our executive compensation is advisory and is not binding on the directors of the Company. However, the Compensation Committee of the Board will consider stockholder votes in establishing our compensation plans for subsequent years. Broker non-votes and abstentions will not be counted as votes cast, but will count for purposes of determining whether a quorum is present. So long as a quorum is present, broker non-votes and abstentions will have no effect on the outcome of the matters to be presented for a vote at the Annual Meeting.
Where do I find the voting results of the Annual Meeting?			We will announce preliminary voting results at the Annual Meeting. The voting results will also be disclosed in a Current Report on Form 8-K that we will file with the SEC within four business days after the meeting.
Who bears the cost of soliciting proxies?			The Company will bear the cost of soliciting proxies. In addition to solicitations by mail, our officers, directors or employees, without extra compensation, may solicit proxies in person, via email or by telephone. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

YOUR VOTE IS IMPORTANT. PLEASE VOTE BY INTERNET OR TELEPHONE, OR RETURN YOUR MARKED AND SIGNED PROXY CARD PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON.

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Proxy Statement Table of Contents

Proposal 1. Election of Directors.

The Company’s Bylaws provide that the number of directors of the Company shall not be less than 5 nor greater than 15. At the July 28, 2021 Board meeting, the Board increased the size of the Board from 11 to 12 and Douglas R. Gulling was appointed to fill the new seat effective January 1, 2022. The Board currently consists of 12 members. The Board has considered and nominated all of the current directors for election at the Annual Meeting. The Board has also nominated a new nominee, Rosemary Parson, and increased the size of the Board to 13 members effective at the Annual Meeting. Proxies cannot be voted for more than 13 persons.

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 shall 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. Any stockholder has the option to withhold authority to vote for any or all nominees. Votes withheld from any nominee will have no effect on the election of directors if the number of nominees is not greater than the number of directors to be elected due to the fact that such elections are by a plurality of the votes cast.

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.

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. All the nominees are currently serving as directors of the Company and as directors of the Company’s wholly-owned subsidiary, West Bank, except Rosemary Parson.

Director Nominees

Age

Director
Since

Principal Occupation

Location

Patrick J. Donovan

2019

Retired

St. Paul, MN

Lisa J. Elming

2021

Retired

Johnston, IA

Steven K. Gaer

2011

Chief Operating Officer and General Counsel, R&R Realty Group

West Des Moines, IA

Michael J. Gerdin

2013

Chairman and Chief Executive Officer, Heartland Express, Inc.

North Liberty, IA

Douglas R. Gulling(1)

2022

Retired 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

2013

Chief Technology Officer - Emeritus, Businessolver, Inc.

Clive, IA

George D. Milligan

2005

President, The Graham Group, Inc.

Des Moines, IA

David D. Nelson

2010

Chief Executive Officer and President of the Company, and
Chair and Chief Executive Officer of West Bank

West Des Moines, IA

James W. Noyce

2009

Chair of the Company

West Des Moines, IA

Rosemary Parson

—

Senior Vice President of Policy Administration and Community Relations, EquiTrust Life Insurance Company

Urbandale, IA

Steven T. Schuler

2018

Retired

Urbandale, IA

Therese M. Vaughan

2019

Professional Director of the Vaughan Institute of Risk Management, University of Iowa

Des Moines, IA

Philip Jason Worth

2013

President, Gilcrest/Jewett Lumber Company

West Des Moines, IA

(1) Mr. Gulling was appointed to the Company’s Board of Directors effective January 1, 2022.

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Proxy Statement Table of Contents

Patrick J. Donovan

Age:

St. Paul, Minnesota

Director of the Company Since:

2019

Director of West Bank Since:

2019

2021 Committee:

Risk Management and

Information Technology

*Prior to retirement, Mr. Donovan was the President and Chief Executive Officer and a board member of Bremer Financial Corporation, a $13 billion regional financial services company with locations throughout Minnesota, North Dakota and Wisconsin. He started with Bremer in 2003 as its Chief Operating Officer and became its Chief Executive Officer and a board member in 2009. He retired from Bremer on December 31, 2016.

*Mr. Donovan is a former member of the Federal Advisory Council for the Board of Governors of the Federal Reserve System.

*We consider Mr. Donovan to be a qualified candidate for service on the Board and committee on which he serves because of his extensive background in the banking industry spanning nearly four decades and his familiarity with the Minnesota business community.

Lisa J. Elming

Age:

Johnston, Iowa

Director of the Company since:

2021

Director of West Bank Since:

2021

2021 Committee:

Risk Management and

Information Technology

*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.

*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.

Steven K. Gaer

Age:

West Des Moines, Iowa

Director of the Company since:

2011

Director of West Bank Since:

2011

2021 Committee:

Compensation

*Mr. Gaer is the Chief Operating Officer and General Counsel for R&R Realty Group, Iowa’s largest commercial real estate development, management and investment company.

*Mr. Gaer was the Mayor of the City of West Des Moines, Iowa, a position he held from April 2007 until December 2021.

*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.

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Proxy Statement Table of Contents

Michael J. Gerdin

Age:

North Liberty, Iowa

Director of the Company Since:

2013

Director of West Bank Since:

2013

2021 Committee:

Compensation

*Mr. Gerdin is the Chairman and Chief Executive Officer and a director of Heartland Express, Inc., a publicly traded short-to-medium haul truckload carrier with corporate headquarters in North Liberty, Iowa.

*We consider Mr. Gerdin to be a qualified candidate for service on the Board and committee on which he serves because of his extensive experience as the head of a public company and his familiarity with the eastern Iowa business community.

Douglas R. Gulling

Age:

Urbandale, Iowa

Director of the Company Since:

2022

Director of West Bank Since:

2005

2021 Committee:

—

*Mr. Gulling is the retired Chief Financial Officer, Executive Vice President and Treasurer of the Company. His retirement was effective December 31, 2021. In 2022, Mr. Gulling remains a non-executive employee of West Bank.

*We consider Mr. Gulling to be a qualified candidate for service on the Board and committee on which he will serve 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 began serving on the Risk Management and Information Technology Committee upon his appointment to the Board in January 2022. Mr. Gulling is a Certified Public Accountant (inactive).

Sean P. McMurray

Age:

Clive, Iowa

Director of the Company Since:

2013

Director of West Bank Since:

2013

2021 Committees:

· Compensation

· Risk Management and

Information Technology

*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.

*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.

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Proxy Statement Table of Contents

George D. Milligan

Age:

Des Moines, Iowa

Director of the Company Since:

2005

Director of West Bank Since:

1994

2021 Committee:

Nominating and Corporate Governance

*Mr. Milligan is the President of The Graham Group, Inc., a Des Moines, Iowa-based real estate development and investment company.

*Mr. Milligan is a board member and member of the audit committee, executive committee, nominating and governance committee and investment committee of the public company United Fire Group, Inc. of Cedar Rapids, Iowa, a property and casualty insurance company.

*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.

David D. Nelson

Age:

West Des Moines, Iowa

Director of the Company Since:

2010

Director of West Bank Since:

2010

2021 Committee:

—

*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.

*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.

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James W. Noyce

Age:

West Des Moines, Iowa

Director of the Company Since:

2009

Director of West Bank Since:

2009

2021 Committees:

· Audit

· Nominating and Corporate Governance

*Mr. Noyce has been the Chair of the Company since April 2018 and was previously Vice Chairman from April 2017 to April 2018.

*Mr. Noyce has over 40 years of experience in the financial services industry and previously served as the Chief Executive Officer of FBL Financial Group, Inc., a publicly traded financial services company, and Farm Bureau Financial Services Companies from January 2007 through his retirement in April 2009, and Chief Financial Officer of these entities from January 1996 through December 2006. Prior to that, Mr. Noyce held various positions with FBL Financial Group, Inc. and Farm Bureau Financial Services Companies, including Controller and Vice President. He served on the Advisory Committee to Farm Bureau Bank for approximately seven years until May 2009.

*Mr. Noyce is the chairman of the public company United Fire Group, Inc. of Cedar Rapids, Iowa, a property and casualty insurance company. He also serves as a member of the audit, executive, compensation and nominating and governance committees.

*Mr. Noyce is an audit committee financial expert and served as Chair of the Audit Committee from April 2010 until April 2018. Mr. Noyce is a Certified Public Accountant (inactive), a Fellow of the Casualty Actuarial Society and an Associate of the Society of Actuaries.

*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.

Rosemary Parson

Age:

Urbandale, Iowa

Director of the Company Since:

—

Director of West Bank Since:

—

2021 Committee:

—

*Ms. Parson has been the Senior Vice President of Policy Administration and Community Relations at EquiTrust Life Insurance Company since January 2014 and has been a vice president since 2003. As a charter member of the organization, Ms. Parson established business structures and operational practices. As the leader of administration, she oversees agency, new business, in force claims payout and call center administration.

*Ms. Parson serves on the board of the Community Foundation of Greater Des Moines.

*We consider Ms. Parson to be a qualified candidate for service on the Board and the committees on which she will serve because of her extensive experience as an executive leader in business operations in the financial services industry. Ms. Parson is expected to serve on the Risk Management and Information Technology Committee, as well as the Audit Committee upon her election to the Board.

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Steven T. Schuler

Age:

Urbandale, Iowa

Director of the Company Since:

2018

Director of West Bank Since:

2018

2021 Committees:

· Audit

· Compensation

*Mr. Schuler was an executive officer of the Federal Home Loan Bank of Des Moines (the “FHLB”) from September 2006 through his retirement in January 2017. Mr. Schuler served as Executive Vice President and Chief Financial Officer of the FHLB from September 2006 until June 2015; Executive Vice President, Chief Financial Officer and Chief Operations Officer from June 2015 until June 2016; and Executive Vice President and Chief Operations Officer from June 2016 through his retirement in January 2017. Mr. Schuler had management responsibility for accounting and financial reporting, planning and budgeting, treasury and capital markets, information technology, facilities administration and business process management. Mr. Schuler was an independent contractor from January 2017 to December 2017.

*Prior to joining the FHLB, Mr. Schuler served in various accounting and financial management positions in the commercial banking and wireless technology industries. From 2001 to 2006, Mr. Schuler served as Chief Financial Officer, Treasurer and Secretary for Iowa Wireless Services, LLC. Mr. Schuler also previously served in various capacities, including Senior Vice President, Chief Financial Officer, Secretary and Treasurer with Brenton Banks, Inc., a publicly traded regional commercial banking company that was sold to Wells Fargo in 2000.

*Mr. Schuler is an audit committee financial expert and serves as Chair of the Audit Committee. Mr. Schuler is a Certified Public Accountant (inactive).

*We consider Mr. Schuler to be a qualified candidate for service on the Board and committees on which he serves because of his extensive experience with public companies, his knowledge of the financial services industry and his education and training as an accountant.

Therese M. Vaughan

Age:

Des Moines, Iowa

Director of the Company Since:

2019

Director of West Bank Since:

2019

2021 Committees:

· Audit

· Nominating and

Corporate Governance

*Dr. Vaughan is the Professional Director of the Vaughan Institute of Risk Management at the University of Iowa’s Tippie College of Business since September 1, 2021.

*Dr. Vaughan was an Executive in Residence at Drake University until August 2021. She was the Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science at Drake University from August 2017 to August 2019. From June 2014 to June 2017, Dr. Vaughan served as the Interim Dean and then the Dean of Drake’s College of Business and Public Administration.

*Dr. Vaughan is a leading expert in insurance regulation, having served as Chief Executive Officer of the National Association of Insurance Commissioners from February 2009 to November 2012 and as Commissioner of the Iowa Insurance Division, directing all insurance business transacted in the State of Iowa, from August 1994 to December 2004.

*Dr. Vaughan is an Associate of the Society of Actuaries, a Chartered Property Casualty Underwriter and an Associate of the Casualty Actuarial Society.

*Dr. Vaughan has served on the boards of directors of Verisk Analytics, Inc., a data analytics provider and public company, since February 2013, and Wellmark Blue Cross and Blue Shield since May 2013. Dr. Vaughan serves on the compensation, executive and nominating and governance committees for Verisk Analytics, Inc. and on the audit and compensation committees of Wellmark Blue Cross and Blue Shield. Dr. Vaughan also serves on the board of directors of American International Group, Inc., a public company that is a global organization, and currently serves on the compensation and management resources committee, as well as the risk and capital committee.

*Dr. Vaughan has previously served on the boards of directors of Validus Holdings, Ltd., an insurance company and public company, Principal Financial Group, Inc., an investment management company and public company, and Endurance Specialty Holdings Ltd., a holding company for insurance companies and a public company.

*Dr. Vaughan is an audit committee financial expert.

*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.

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Philip Jason Worth

Age:

West Des Moines, Iowa

Director of the Company Since:

2013

Director of West Bank Since:

2011

2021 Committee:

—

*Mr. Worth is the President of Gilcrest/Jewett Lumber Company, a position he has held since January 1, 2022. He previously served as General Manager. Gilcrest/Jewett Lumber Company supplies building materials to general contractors and homeowners in central and eastern Iowa and employs over 300 people at four retail locations. The company focuses on building strong, lasting relationships, extending and managing its own credit and staying active in the communities it serves.

*We consider Mr. Worth to be a qualified candidate for service on the Board because of his extensive knowledge of the real estate construction industry in the Company’s Iowa markets.

As noted above, with the exception of Mr. Gerdin, who is a director of Heartland Express, Inc., Mr. Milligan, who is a director of United Fire Group, Inc., Mr. Noyce, who is a director of United Fire Group, Inc., and Dr. Vaughan, who is a director of Verisk Analytics, Inc. and American International Group, Inc. and was a director of Validus Holdings, Ltd. until July 2018, 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 or executive officers 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.

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.

Donovan

Elming

Gaer

Gerdin

Gulling

McMurray

Milligan

Nelson

Noyce

Parson

Schuler

Vaughan

Worth

Business expertise

Banking/financial services
experience

Financial expertise

Community presence

Risk management

Information technology

Public company executive
or board experience

Construction/commercial
real estate expertise

Government/public policy

Regulatory

Academia

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On August 6, 2021, the SEC approved amendments to the Listing Rules of the Nasdaq Stock Market (“Nasdaq”) related to board diversity. New Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each Nasdaq-listed company, subject to certain exceptions, (1) to have at least one director who self-identifies as female and (2) to have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+ or (3) to explain why the company does not have at least two directors on its board who self-identify in the categories listed above. In addition, new Listing Rule 5606 (the “Board Diversity Disclosure Rule”) requires each Nasdaq-listed company, subject to certain exceptions, to provide statistical information about the company’s board of directors, in a uniform format, related to each director’s self-identified gender, race and self-identification as LGBTQ+.

Although we are not required to fully comply with the Diverse Board Representation Rule until 2025, we believe we will meet the requirements of that rule assuming the director nominees named in this proxy statement are elected and remain on the Board going forward, based on the self-identified characteristics of the director nominees. In the matrix below, we have provided the statistical information required by the Diverse Board Representation Rule as of December 31, 2021.


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

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GOVERNANCE AND BOARD OF DIRECTORS

General

Generally, the Board oversees our business and monitors the performance of our executive officers and management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of the Company, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the full Board, which are scheduled for five times per year; special meetings which are held from time to time as necessary; strategic planning meetings which are held jointly with West Bank semi-annually; and through committee membership, which is discussed below. Our directors also discuss business and other matters with our key executives and our principal external advisors, such as our legal counsel, auditors and other consultants.

The Board currently has 12 directors and will have 13 directors after the Annual Meeting if all nominees set forth in this proxy statement are elected. The Board has determined that the following 10 current directors are “independent” as defined by the Nasdaq Listing Rule 5605(a)(2) and Item 407 of Regulation S-K: Donovan, Elming, Gaer, Gerdin, McMurray, Milligan, Noyce, Schuler, Vaughan and Worth. The Board has further determined that the independent directors do not have other relationships with the Company that prevent them from making objective, independent decisions. The Board has also determined that new nominee, Rosemary Parson, would be an independent director if elected. David D. Nelson is an executive officer of the Company and is not considered “independent.” Douglas R. Gulling, as a retired executive officer of the Company, is also not considered “independent.”

The Board held five regularly scheduled meetings and one organizational meeting in 2021. In addition, the Company’s Board and West Bank’s Board held two combined meetings for the purpose of strategic planning. All directors attended at least 75 percent of the full Board meetings and the meetings of any committees on which the director serves. Board members are encouraged to attend the annual meeting of stockholders, and all Board members who were directors at such time attended the 2021 annual meeting of stockholders, except for one.

Corporate Governance at a Glance


l Board independence...................			11 of our 13 directors will be independent, if all nominees are elected.
l Board performance.....................			The Board and committees annually assess their performance through self-evaluation.
l Board committees.......................			Only independent directors serve on committees of the Company Board, with the exception of Mr. Gulling who serves on the Risk Management and Information Technology Committee.
l Leadership structure...................			The positions of Chair and Chief Executive Officer are separately held.
l Risk oversight.............................			The Board is responsible for monitoring key risks and oversees management.
l Open communication.................			We encourage open communication among our stockholders, directors and management.
l Stock ownership.........................			Directors and the named executive officers are required to hold Company stock.
l Accountability to stockholders...			We elect all directors annually.
l Succession planning...................			The Board actively plans for our director and management succession.

The Board has established the following standing committees:

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Risk Management and Information Technology Committee

The Board has adopted written charters for each standing committee. The charters may be viewed on the Investor Relations — Overview — Corporate Governance section of the Company’s website (www.westbankstrong.com). The primary responsibilities of the committees are described on the following pages.

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Committees of the Board of Directors


Audit Committee		Members
•Four meetings held in 2021. •Four separate executive sessions with internal and independent auditors in 2021. •As required by the charter of the Audit Committee, the members of the Audit Committee are appointed by the Board. We expect Ms. Parson to serve on this committee following the Annual Meeting.		Steven T. Schuler, Chair
		James W. Noyce
		Therese M. Vaughan


•Each of the Audit Committee members is considered “independent” as defined by Nasdaq listing requirements and Rule 10A-3 of the Exchange Act, as required for audit committee membership. Mr. Schuler, Mr. Noyce and Dr. Vaughan are “audit committee financial experts,” as defined in the Sarbanes-Oxley Act of 2002 and related regulations, based on their level of education and work experience, as described previously in this proxy statement. Mr. Noyce also serves on the audit committee of another public company, United Fire Group, Inc.
Primary functions
•Selects the independent auditor. •Reviews the Company’s financial reporting, internal control functions and risk assessment. •Reviews its charter at least annually and recommends changes to the Board when it deems any changes are necessary. •Has authority to retain special legal, accounting or other consultants as it deems appropriate or necessary.	•Reviews with the independent auditors the plan, scope and results of the auditors’ services and approves their fees. •Prepared to meet privately at any other time at the request of the independent registered public accountants, internal auditors or members of management to review any special situation arising on any of the above subjects.


Compensation Committee		Members
•Three meetings held in 2021. •As required by the Compensation Committee’s charter, the members of the Compensation Committee are elected annually by the independent directors of the Board. •Each of the Compensation Committee members is considered “independent” as defined by Nasdaq listing requirements and “non-employee” directors under Section 16 of the Exchange Act and the rules promulgated thereunder.		Steven K. Gaer, Chair
		Michael J. Gerdin
		Sean P. McMurray
		Steven T. Schuler

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

The Compensation Committee has retained McLagan Partners, Inc. (“McLagan”), a highly specialized, industry-focused team within Aon’s Human Capital Solutions business, to provide the Compensation Committee with independent, objective analyses and professional opinions on executive compensation matters. McLagan has been determined by the Compensation Committee to be independent, reports directly to the Chair of the Compensation Committee and performs no other work for the Company.

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Nominating and Corporate Governance Committee		Members
•Five meetings held in 2021. •As required by the Nominating and Corporate Governance Committee’s charter, the members of the Nominating and Corporate Governance Committee are elected annually by the independent directors of the Board. •Each of the Nominating and Corporate Governance Committee members is considered “independent” as defined by Nasdaq listing requirements.		George D. Milligan, Chair
		James W. Noyce
		Therese M. Vaughan

Primary functions
•Makes recommendations to the Board regarding the composition and structure of the Board and nominations for election of directors, including the director nominees proposed in this proxy statement. •Develops policies and processes regarding principles of corporate governance. •Oversees the Company’s practices and reporting with respect to environmental, social and governance matters.	•Will consider for nomination at the 2023 annual meeting of stockholders, as part of its nomination process, any director candidate recommended by a stockholder who follows the procedures described in the “General Matters—2023 Stockholder Proposals” section of this proxy statement. •Reviews succession planning at least annually.
The Nominating and Corporate Governance Committee follows the process described below when identifying and evaluating nominees to the Board: Procedures for identifying candidates include: (a) review current directors of the Company; (b) review current directors of West Bank; (c) solicit input from existing directors and executive officers; and (d) review submissions from stockholders, if any. The following criteria will be considered when evaluating nominee candidates, including candidates recommended by stockholders: (a) Composition The Board should be composed of: 1.Directors chosen with a view of bringing to the Board a variety of experiences and backgrounds; 2.Directors who have a high level of managerial experience or are accustomed to dealing with complex challenges; and 3.Directors who will represent the best interests of the stockholders as a whole rather than special interest groups or constituencies, while also taking into consideration the assessment of the overall composition and needs of the Board. The Nominating and Corporate Governance Committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members, to determine if they meet the Company’s age eligibility requirements (a person who has attained or will attain age 73 on or before the date of the annual stockholders’ meeting is not eligible for election to the Board) and to determine whether they are “independent” in accordance with SEC rules and Nasdaq listing requirements. A majority of the Board’s directors are required to be independent under the criteria for independence created by the SEC and Nasdaq. We do not have a specific policy relating to the consideration of diversity in identifying director candidates. However, the Nominating and Corporate Governance Committee considers diversity in the composition of our Board in its director nomination process, including nominee skills, expertise, experience, gender, race and ethnicity. The Nominating and Corporate Governance Committee has not engaged a search firm to assist in the identification of director candidates. (b) Selection Criteria In considering possible candidates for nomination as a director, the Nominating and Corporate Governance Committee considers the following general guidelines and criteria: 1.Each director should be of the highest character and integrity, have experience at or demonstrated understanding of strategy/policy setting and have a reputation for working constructively with others; 2.Each director should have sufficient time available to devote to the affairs of the Company in order to effectively carry out the responsibilities of a director; 3.Each director should be free of any conflict of interest that would interfere with the proper performance of his or her responsibilities as a director, including his or her responsibilities as a member of any committee of the Board; and 4.The Chief Executive Officer is expected to be a director. Other members of senior management may be nominated to be directors, but Board membership is not necessary or a prerequisite for other senior executive positions. The Nominating and Corporate Governance Committee evaluates all candidates in the same way, reviewing the aforementioned factors, among others, regardless of the source of such candidates, including stockholder recommendations. Because of this, there is no separate policy with regard to consideration of candidates recommended by stockholders.

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Risk Management and Information Technology Committee		Members
•Four meetings held in 2021. •As required by the Risk Management and Information Technology Committee’s charter, the members of this Committee are appointed annually by the Board. We expect Ms. Parson to serve on this Committee following the Annual Meeting. •Each of the Risk Management and Information Technology Committee members is considered “independent” as defined by Nasdaq listing requirements, except for Mr. Gulling.		Sean P. McMurray, Chair
		Patrick J. Donovan
		Lisa J. Elming
		Douglas R. Gulling


Primary functions
•Charged with being the primary Board committee to actively monitor and oversee the enterprise risk management process for the Company and West Bank. •Monitors liquidity, cash flow, regulatory and strategic risks and reviews risk disclosures in the Company’s financial statements and other public filings. •Reviews its charter at least annually and recommends changes to the Board when it deems any changes are necessary.	•Regularly reviews ongoing or pending litigation, credit metrics, trends and compliance with established lending limits, investment portfolio performance and potential risks, information technology and cybersecurity risks and potential reputational risks facing the Company. •Annually reviews policies and procedures regarding risk management, including insurance coverage, information technology and safety, liquidity and regulatory policies.

Code of Ethics

We have a Code of Conduct in place that applies to all of our directors, officers and employees. The Code of Conduct sets forth the standard of ethics that we expect all of our directors, officers and employees to follow, including our Chief Executive Officer and Chief Financial Officer. The Code of Conduct may be viewed on the Company’s website (www.westbankstrong.com) under Investor Relations — Overview — Corporate Governance. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to or waiver of the Code of Conduct with respect to our Chief Executive Officer and Chief Financial Officer, and persons performing similar functions, by posting such information on our website. The Audit Committee reviewed the Company’s Code of Conduct during 2021 and recommended minor changes to the Board, which the Board implemented.

Environmental Sustainability and Social Responsibility Efforts

As investor interest in environmental, social and governance (“ESG”) matters grows, the Company is responding by increasing communication of such matters in its disclosures. The Company has always been committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business effectively, serving our customers and communities, creating long-term value for our stockholders and maintaining our integrity in the marketplace. We monitor developments in the ESG area and review our policies, procedures and business practices in light of such developments. We continue to develop appropriate responses to these evolving expectations.

The Board is committed to overseeing our corporate social responsibility efforts. While ESG matters fall under the purview of each of the Board committees as it relates to their individual oversight responsibilities, in 2021 the Nominating and Corporate Governance committee undertook formal responsibility for providing oversight of the Company’s commitment to ESG matters, including providing overall strategic direction on corporate responsibility and reporting. Setting the tone at the top with our Board and executive management, our Board and its committees have a key role in the oversight of our culture by holding executive management accountable for maintaining high ethical, legal and moral standards.

We recognize that understanding our efforts to improve ESG practices is increasingly important to our stockholders, customers and employees and have included some highlights below to share our ongoing commitments in these areas.

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Financial Inclusion

West Bank has received the highest available rating, “Outstanding,” during its most recent Community Reinvestment Act (“CRA”) examination by the Federal Deposit Insurance Corporation (“FDIC”). The regulatory examination reviews how we meet the credit needs of our communities, including low and moderate income (“LMI”) neighborhoods, CRA qualified lending, corporate giving and investing and employee volunteering. West Bank’s community development lending to developers, nonprofit entities and municipalities benefits communities through services to individuals, job creation, stabilization, economic development and affordable housing. West Bank has a lending and deposit portfolio that supports its non-profit customers in their mission-driven work to meet community needs.

In 2021, West Bank made a $350,000 contribution to the Historic West Des Moines Pilot Housing Program. This program will assist property owners within the Historic West Des Moines area, also known as Valley Junction where West Bank was founded in 1893, with residential property improvement projects.

Since 2009, West Bank has made investments in low-income housing tax credit funds through the Midwest Housing Equity Group totaling over $10.4 million. Midwest Housing Equity Group is a non-profit tax credit syndicator, creating affordable housing units in the central United States, including Iowa and Minnesota. West Bank has also invested in and funded loans related to a new markets tax credit project totaling approximately $28.9 million. Our involvement assisted a local non-profit community development corporation to participate in commercial redevelopment activities in one of our primary markets.

West Bank is a SBA Preferred Lender under the federal government’s Small Business Administration program. As a SBA Preferred Lender, we were able to participate in the Paycheck Protection Program (“PPP”), which was essential to support businesses in our markets during the COVID-19 pandemic. In 2020 and 2021, we processed nearly 1,500 PPP loans, providing community businesses with more than $300 million in PPP assistance.

West Bank provides financial literacy through its “Bank Notes” blog and in-person training sessions coordinated with various organizations, including Junior Achievement of Central Iowa’s personal finance simulation and the Jordan Scholars program which provides high school juniors with annual introduction to personal financial responsibility and careers in banking.

Human Capital Management

We believe that the success of our business is largely due to the quality of our employees, the development of each employee's full potential and the Company's ability to provide timely and satisfying rewards. We encourage and support the development of our employees and, whenever possible, strive to fill vacancies with internal candidates. We invest in education and development programs, including tuition reimbursement for courses and degree programs and fees paid for certifications. We encourage employees to seek educational opportunities for both industry knowledge and professional development.

We believe that diversity encourages innovation and inclusion, and our team’s differences give us a competitive advantage. Our goal is to foster a culture in which those differences are valued and respected. Our team is made up of 167 full-time employees and 14 part-time employees. We are proud of our culturally and gender diverse workforce, with approximately 15 percent identifying as persons of color and approximately 57 percent as women. We have a number of multi-lingual employees at West Bank and strive to have at least one bilingual team member in all Central Iowa locations in customer-facing or customer service roles.

We continue to invest in initiatives aimed at the growth and readiness of our workforce, including our West Bank Women’s Impact Network (“WIN”). Since 2014, WIN connects and expands relationships among women at West Bank with women in our communities and our customers. The network builds a system of sponsors and mentors to provide more opportunities for women in leadership at West Bank and furthers our impact on the community through support and sponsorship of women’s leadership initiatives. 20 percent of West Bank’s current executive management team is made up of women, and 49 percent of officers and department managers are women. Currently, women comprise 15 percent of the directors on our Board. Another woman has been nominated to the Board, which will increase that percentage to 23 percent if she is elected at the Annual Meeting.

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As part of our compensation philosophy, we believe that we must offer and maintain market competitive compensation and benefit programs for our employees in order to attract and retain talent. The goal of our compensation program is to create superior long-term value for our stockholders by attracting, motivating and retaining outstanding employees who serve our customers while generating financial performance that is consistently better than our peers. Our business model allows us to operate with fewer employees than the typical commercial bank of our size because we emphasize teamwork, sound practices and a 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. Our employees are provided a formal performance evaluation annually that includes discussion of the opportunity for advancement and career development.

In addition to competitive base wages, additional programs include annual bonus opportunities, Company-matched 401(k) and discretionary 401(k) contributions, stock award opportunities, educational expense reimbursement, insurance benefits, paid time off, family leave and employee assistance programs. Our best-in-class health care plans, including medical, dental, vision, short-term and long-term disability and life insurance, reflect a sincere investment in our colleagues’ physical, emotional and financial well-being. Offering premium coverage through our health insurance provider, our employees are afforded a large network of doctors and the Company pays 75 percent of monthly medical premiums for employees enrolled.

Our approach also promotes longevity in our workforce. The average tenure of our employees is over nine years. 64 employees (36 percent) have been with West Bank for over ten years and 41 employees (23 percent) for over 15 years. Non-teller turnover was approximately six percent in 2021. We conduct periodic company-wide employee engagement surveys to assess employee satisfaction and engagement.

Succession planning and talent development are important at all levels within our organization. The Board oversees executive management’s succession plan for our named executive officers. The Board’s succession planning activities are ongoing and strategic. In addition, the CEO annually provides the Board with his assessment of senior leaders and their potential to succeed at key senior management positions.

Environmental Sustainability

The Board carefully considers corporate social responsibility when it works with management to determine the Company’s strategic priorities and plans to achieve such priorities. We strive to be a good corporate citizen by conducting business in an environmentally responsible manner, by operating as an employer that is committed to our vibrant and diverse workforce and by maintaining strong ties to the communities in which our customers live, work and do business.

We currently have four new bank building projects in various stages of planning and development. When building bank offices, we strive to do so in an environmentally responsible manner and with an effort to use energy efficiently, including installation of geothermal heating and cooling. We also utilize audio and video conference technologies to allow our branch employees in Iowa and Minnesota, as well as our Board members, to “meet” without driving between locations.

We are implementing several paperless technologies, including but not limited to, notice and access of this proxy statement and electronic options for document signings and imaging. We also host an annual community shred day for confidential documents.

Our business operations continue to align with customer trends such as increased mobile banking and a desire for companies to have a smaller physical environmental footprint. Our customers take advantage of our online banking platform, with 62 percent of checking accounts and 42 percent of savings accounts receiving paperless statements.

Business Ethics

The Company’s Code of Conduct including business ethics, conflicts of interest, anti-bribery provisions, a confidential reporting system with protection for whistleblowers and other matters is more fully discussed in this proxy statement. All officers, directors and employees are required to certify that they have reviewed the Code of Conduct each year.

The Company has a comprehensive information security risk management program to protect customer and Company information. To date, the Company has not experienced a significant information system data breach requiring notification to regulatory agencies and customers. We utilize data security programs and a privacy policy under which we do not sell or share customer information. We employ an anti-money laundering program and a customer due diligence program that comply with federal banking regulations.

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Strengthening Communities

Sponsorships, donations and grants of more than $1 million were facilitated through West Bank and the West Bancorporation Foundation, Inc. (the “Foundation”) in 2021. The Foundation is the charitable foundation affiliate of the Company. We serve the communities in which we operate through economic development activities, charitable giving and volunteerism by our employees. The Foundation awards grants to organizations focused on human services, arts and culture and education.

We encourage and support volunteer efforts of our employees who volunteer, serve on boards and provide educational and networking opportunities. In 2021, our employees touched more than 180 not-for-profit organizations and provided approximately 5,600 hours of community service. This commitment and investment in the communities we serve are foundational to our success.

Board Leadership Structure

The Board believes that having a non-chief executive officer director serve as Chair of the Board is in the best interests of stockholders. The Board currently intends to maintain the leadership structure of having a non-chief executive officer as Chair. The Board and its Nominating and Corporate Governance Committee believe that this structure will continue to be useful in providing consistent oversight and strategic direction to the Company. The Board expects Mr. Nelson to take the lead in developing strategic plans, providing day-to-day leadership and managing the performance of the Company. The Board expects the Chair to lead the Board meetings, participate in committee meetings and advise West Bank leadership. The Board intends to periodically review its leadership structure and make changes as dictated by the circumstances and the best interests of the stockholders.

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Board’s Role in Risk Oversight


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

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

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Nominating and Corporate Governance Committee Report

During 2021, the Nominating and Corporate Governance Committee reviewed the composition of the existing Board, giving specific attention to the questions of the desirable size of the Board and how many insiders should be on the Board. The Board has a policy that no Board member should be nominated for election to the Board who has attained or will attain the age of 73 years on or before the date of the forthcoming annual stockholders’ meeting and election of directors. Based on its review of the Board composition, the Nominating and Corporate Governance Committee decided to recommend increasing the size of the Board to 13 directors. The Nominating and Corporate Governance Committee performed a search for a new director, following its established processes and evaluation criteria, including the rules of Nasdaq and applicable rules and regulations of the SEC. Rosemary Parson was recommended by current Board members and was reviewed by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee took action in November 2021 to recommend the addition of Rosemary Parson as a director. Douglas R. Gulling, as a former Executive Vice President and Chief Financial Officer, was also appointed by the Nominating and Corporate Governance Committee as a director, and was approved by the Board on July 28, 2021, with an effective date of January 1, 2022. In addition, the Nominating and Corporate Governance Committee decided that it was in the best interests of the stockholders to continue the model of having only one current member of management, the Chief Executive Officer, on the Board in order to clearly differentiate the roles of the Board and management.

The Nominating and Corporate Governance Committee also evaluated the qualifications and performance of each of the current members of the Board. In its evaluation, the Nominating and Corporate Governance Committee compared each of the current directors to the qualifications and characteristics of a director set forth in the Nominating and Corporate Governance Committee’s charter. The Nominating and Corporate Governance Committee then polled each director eligible to stand for re-election to determine his or her willingness to stand for re-election and determined that each director is willing to continue service. The Nominating and Corporate Governance Committee did not receive any stockholder recommendations for director nominees for the Annual Meeting. No third party was retained, in any capacity, to provide assistance in either identifying or evaluating potential director nominees for the Annual Meeting.

Based on the foregoing, the Nominating and Corporate Governance Committee recommended to the Board that Patrick J. Donovan, Lisa J. Elming, Steven K. Gaer, Michael J. Gerdin, Sean P. McMurray, George D. Milligan, David D. Nelson, James W. Noyce, Steven T. Schuler, Therese M. Vaughan and Philip Jason Worth should be nominated for re-election to the Board at the Annual Meeting. The Nominating and Corporate Governance Committee also nominated Rosemary Parson and Douglas R. Gulling for election to the Board of Directors at the Annual Meeting. The Board accepted these recommendations.

During 2021, the Nominating and Corporate Governance Committee reviewed its charter, and recommended minor changes to the Board.

The undersigned members of the Nominating and Corporate Governance Committee have submitted this report.

George D. Milligan, Chair

James W. Noyce

Therese M. Vaughan

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Director Compensation

The following table sets forth the compensation structure for the nonemployee directors which the Board approved in April 2020.


		Committees
	Board	Audit	Compensation	Nominating and Corporate Governance	Risk Management and Information Technology	Loan	Trust
Company:
Board member annual retainer	$17,500
Committee chair annual retainer		$7,500	$5,000	$4,000	$4,000
Meeting, each attended	$500	$750	$600	$600	$600
Equity award	$20,000
Board chair annual fee	$30,000
West Bank:

SEC Form DEF 14A filed by West Bancorporation