wtba-20240304

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

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Filed by a Party other than the Registrant o

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o			Preliminary Proxy Statement
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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)

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LETTER TO STOCKHOLDERS

March 5, 2024

Dear Stockholders:

On behalf of the Board of Directors and named executive officers of West Bancorporation, Inc. (the “Company”), we invite you to join us in person for our Annual Meeting of Stockholders (the “Annual Meeting”). This meeting will be held at our corporate headquarters at 3330 Westown Parkway, West Des Moines, Iowa 50266 at 4:00 p.m. Central time on April 25, 2024.

We will review the progress of the Company and answer questions during the meeting. If a quorum of stockholders is represented at the meeting we will: elect directors; vote on the approval, on a nonbinding basis, of the 2023 compensation of the named executive officers; vote on the approval, on a nonbinding basis, of the frequency of the nonbinding vote to approve the compensation of the named executive officers; vote on the approval of an amendment to the West Bancorporation, Inc. 2021 Equity Incentive Plan; ratify the appointment of RSM US LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024; and address all other matters that may properly come before the Annual Meeting and any adjournments.

We are using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, Annual Report on Form 10-K/A for the year ended December 31, 2023 and the proxy card to stockholders over the internet. This means our stockholders will receive only a paper copy of a notice containing instructions on how to access proxy materials over the internet. This proxy statement and our Annual Report on Form 10-K/A for the year ended December 31, 2023 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 5, 2024.

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

Thank you for your interest in our Company.

Sincerely,








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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


MEETING INFORMATION

Meeting Date

Time

Location

Record Date

Thursday, April 25, 2024

4:00 p.m. Central time

3330 Westown Parkway

February 16, 2024

West Des Moines, IA 50266


ITEMS OF BUSINESS

Item

Proposal

Board Recommendation

The election of 12 directors to serve on the Board of Directors until the next annual meeting of stockholders and until their successors are elected and qualified;

ü FOR all nominees

The approval, on a nonbinding basis, of the 2023 compensation of the named executive officers disclosed in the proxy statement;

ü FOR

The approval, on a nonbinding basis, of the frequency (every one, two or three years) of the nonbinding vote to approve the compensation of the named executive officers disclosed in the proxy statement;

ü 1 YEAR

The approval of an amendment to the West Bancorporation, Inc. 2021 Equity Incentive Plan that would increase the number of available shares that may be issued under the plan;

ü FOR

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, 2024; and

ü FOR

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


HOW TO VOTE

Online

Mobile Devices

Phone

Mail

Before the meeting:
www.proxyvote.com

Scan the QR Barcode on your proxy materials.

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.

For the Board of Directors,

/s/ James W. Noyce

Board Chair

West Bancorporation, Inc.

West Des Moines, IA

March 5, 2024

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

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 2023 performance, please review the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023.


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

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

President, Recoop Disaster Insurance

West Des Moines, IA

Douglas R. Gulling

2022

Bank Building Construction Administrator, West Bank

Urbandale, IA

Sean P. McMurray

2013

Chief Technology Officer - Emeritus, Businessolver, Inc.

Clive, IA

George D. Milligan

2005

Chief Executive Officer, The Graham Group, Inc. and Vice-Chair of the Company

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

Grimes, IA

Rosemary Parson

2022

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

Retired

West 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.

The Board has determined that all director nominees are independent, except for Mr. Nelson and Mr. Gulling. Mr. Nelson is not independent because he is the Chief Executive Officer (the “CEO”) and President of the Company and Chair and Chief Executive Officer of West Bank. Mr. Gulling is not independent because he is the retired Chief Financial Officer, Executive Vice President and Treasurer of the Company and is currently a non-executive employee of West Bank.

COMPANY DIRECTOR SNAPSHOT

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 Board.
ü			Directors and named executive officers (“NEOs”) are required to hold Company stock; non-employee directors are required to hold Company stock totaling three times their annual cash compensation.
ü			Executive sessions of the independent directors are available at all Board meetings and are scheduled at least four times per year.
ü			Board and committee performance evaluations are completed annually.
ü			Ongoing and active risk oversight is performed by a separate Risk Management and Information Technology Committee.
ü			We consider diversity of skills, backgrounds, and perspectives, including diversity with respect to gender, ethnicity and areas of expertise in Board composition.
ü			Directors have a variety of experiences, skills and geographic knowledge that match the Company’s strategic direction and are important parts of the Board’s oversight of the Company.
ü			The Board and its committees have access to independent experts and advisors.
ü			The Compensation Committee utilizes the services of an independent compensation consultant.


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

In consultation with a third-party compensation consultant, McLagan, a unit of Aon PLC, the Company structured its 2023 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.

2023 EXECUTIVE COMPENSATION HIGHLIGHTS


Element	Base Salary	Annual Cash Incentives	Long-Term Equity Incentives
Highlights	•Fixed compensation set to be competitive within our industry. •Adjusted annually based on numerous factors, including scope of an executive officer’s responsibilities, demonstrated performance and relevant market data. •2023 increase was 14.8 percent for the CEO and 7.1-8.3 percent for the other NEOs. The adjustment to the CEO salary was made to more closely align base salary with the peer group median.	•Annual cash bonus opportunity intended to motivate and reward executives for the achievement of certain business goals and strategies. •Primarily based on: •the Company’s net profit and •the Company’s performance relative to its peer group based on return on average equity, efficiency ratio and nonperforming assets ratio. •Target cash bonus for the CEO was increased from 40 percent of base salary to 60 percent of base salary for 2023 to more closely align total cash compensation with the peer group median and differentiate the CEOs compensation from that of the other NEOs. No change was made to the target amount of cash bonus for the other NEOs, which is 40 percent of base salary.	•Award of time-based and performance-based RSUs that incentivize executives to deliver long-term value, while also providing a retention vehicle for our executives. •Grants for our NEOs were 50 percent performance-based and 50 percent time-based RSUs. •Time-based RSUs vest ratably over five years. •Performance-based RSUs cliff vest at the end of three years in accordance with the award performance criteria.

COMPENSATION PROGRAM HIGHLIGHTS


ü			We pay for performance.
ü			We align executives’ financial interests with stockholders’ interests whenever possible.
ü			Our programs support the Company’s and West Bank’s values, strategy and development of employees.
ü			Our compensation practices foster a team approach among named executive officers.
ü			Our compensation practices help us attract and retain leaders capable of delivering superior business results.
ü			We provide competitive cash and total compensation opportunities and benefits compared to peers.
ü			We attempt to adhere to the highest legal and ethical standards.
ü			All of the members of the Compensation Committee are independent.
ü			Named executive officers are subject to share ownership and retention requirements.

2023 BUSINESS HIGHLIGHTS



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

Like the rest of our industry, the Company experienced some significant net interest margin challenges in 2023. The interest rate environment, including dramatic increases in short-term rates, an ongoing inverted yield curve and aggressive deposit competition had a significant impact on our cost of funds, net interest margin and overall net income. Our credit quality remains pristine. We have no loans greater than 30 days past due and only one classified loan for $296 thousand at December 31, 2023.


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

Section 14A of the Exchange Act requires the Company to conduct an advisory stockholder vote to approve the frequency with which our stockholders will vote on the compensation of NEOs, for example as contained in Proposal 2, above, in future years. Stockholders are provided with the option of selecting a frequency of every year, every two years, or every three years, or they may abstain from the vote.


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

Our Board adopted, and our stockholders approved, the West Bancorporation, Inc. 2021 Incentive Plan (the “2021 Equity Plan”) to promote the long-term financial success of the Company and its subsidiaries by attracting and retaining key employees and other individuals. We are submitting an amendment to the 2021 Equity Plan to our stockholders at this time solely to increase the total number of shares of the Company’s common stock reserved for issuance under the 2021 Equity Plan by 550,000 shares.


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

The Audit Committee of the Board has reappointed RSM US LLP (“RSM”), independent registered public accounting firm, as the Company’s independent registered public accounting firm for the year ending December 31, 2024. RSM will conduct the annual audit of the Company and its subsidiaries for 2024. 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 2024.

WEST BANCORPORATION, INC.

1601 22nd Street

West Des Moines, Iowa 50266

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 25, 2024

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 2024 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 25, 2024, at 4:00 p.m. Central time, and at any and all adjournments thereof. Copies of the Company’s 2023 summary annual report to stockholders and annual report on Form 10-K/A, including our consolidated financial statements for the fiscal year ended December 31, 2023, 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 5, 2024.

We are using the Securities and Exchange Commission (“SEC”) rule that allows us to furnish our proxy statement, Annual Report on Form 10-K/A for the year ended December 31, 2023 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.

2024 Proxy Statement | 1


PROXY STATEMENT TABLE OF CONTENTS

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

EXECUTIVE COMPENSATION			26
Compensation Discussion & Analysis			26
Compensation Committee Report			38
Summary Compensation Table

SEC Form DEF 14A filed by West Bancorporation