wtba-20250228

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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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 4, 2025

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 24, 2025.

We will review the progress of the Company and answer stockholder 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 2024 compensation of the named executive officers; ratify the appointment of RSM US LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025; 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 for the year ended December 31, 2024 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 for the year ended December 31, 2024 are available at ir.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 4, 2025.

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/ George D. Milligan						/s/ David D. Nelson
			George D. Milligan						David D. Nelson
			Board Chair						President and Chief Executive Officer
			West Bancorporation, Inc.						West Bancorporation, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


MEETING INFORMATION

Meeting Date

Time

Location

Record Date

Thursday, April 24, 2025

4:00 p.m. Central time

3330 Westown Parkway

February 14, 2025

West Des Moines, IA 50266


ITEMS OF BUSINESS

Item

Proposal

Board Recommendation

The election of 10 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 2024 compensation of the named executive officers disclosed in the proxy statement;

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, 2025; 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/ George D. Milligan

Board Chair

West Bancorporation, Inc.

West Des Moines, IA

March 4, 2025

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 2024 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.


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

Lisa J. Elming

2021

Retired

Johnston, IA

Steven K. Gaer

2011

President, Recoop Disaster Insurance

West Des Moines, IA

Douglas R. Gulling

2022

Retired, Former Chief Financial Officer, Executive Vice President, Treasurer of the Company and Chief Financial Officer, Executive Vice President of West Bank

Urbandale, IA

Sean P. McMurray

2013

Chief Technology Officer - Emeritus, Businessolver, Inc.

Clive, IA

George D. Milligan

2005

Chief Executive Officer, The Graham Group, Inc. and 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

Retired

Grimes, IA

Rosemary Parson

2022

Chief Administrative Officer, EquiTrust Life Insurance Company

Urbandale, IA

John K. Sorensen

Retired

West Des
Moines, IA

Therese M. Vaughan

2019

Retired

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.

*Mr. Noyce is anticipated to become Chair of the Audit Committee after the Annual Meeting. The current Chair of the Audit Committee is Mr. Steve Schuler who will retire from the Board at the Annual Meeting and will not be seeking reelection.

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, former Chief Financial Officer, Executive Vice President and Treasurer of the Company and was a non-executive employee of West Bank from January 2022 through April 2024 with primary duties related to the construction of the new headquarters building in West Des Moines, Iowa. Mr. Gulling further consulted with West Bank on completion of the headquarters construction project through July 2024.

PROXY SUMMARY

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.
ü			Executive sessions of the independent directors are available at all Board meetings and are scheduled at least four times per year.
ü			Board and committee performance evaluations are completed annually.
ü			Ongoing and active risk oversight is performed by a separate Risk Management and Information Technology Committee.
ü			We consider diversity of skills, backgrounds, and perspectives, including diversity with respect to gender, ethnicity and areas of expertise in Board composition.
ü			Directors have a variety of experiences and skills that match the Company’s strategic direction and are important parts of the Board’s oversight of the Company.
ü			The Board and its committees have access to independent experts and advisors.
ü			The Compensation Committee utilizes the services of an independent compensation consultant.

PROXY SUMMARY


PROPOSAL 2	APPROVE THE 2024 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 2024 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.

2024 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.

•There were no changes to NEO base salaries from 2023 to 2024.

•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 positive net income and

•the Company’s performance relative to its peer group based on return on average equity, efficiency ratio and nonperforming assets ratio.

•There were no changes made to the target amount of cash bonus from 2023 to 2024. The CEO’s target cash bonus is 60 percent of base salary. Other NEOs’ target cash bonus 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.

PROXY SUMMARY

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 adhere to the highest legal and ethical standards.
ü			Our Compensation Committee members are all independent.
ü			Named executive officers are subject to meaningful share ownership and retention requirements.

2024 BUSINESS HIGHLIGHTS



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

Like the rest of our industry, the Company experienced some significant net interest margin challenges in 2024. The interest rate environment, including 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 had no loans greater than 30 days past due and only one classified loan of $133 thousand at December 31, 2024.


PROPOSAL 3	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”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025. RSM will conduct the annual audit of the Company and its subsidiaries for 2025. 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 2025.

WEST BANCORPORATION, INC.

3330 Westown Parkway

West Des Moines, Iowa 50266

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 24, 2025

This proxy statement is being furnished to our stockholders in connection with the solicitation by the Board of Directors (the “Board”) of West Bancorporation, Inc. (the “Company”) of proxies to be used at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held at the Company’s headquarters located at 3330 Westown Parkway, West Des Moines, Iowa on April 24, 2025, at 4:00 p.m. Central time, and at any and all adjournments thereof. Copies of the Company’s 2024 summary annual report to stockholders and Annual Report on Form 10-K, including our consolidated financial statements for the fiscal year ended December 31, 2024, accompany this proxy statement. This proxy statement, form of proxy card, and other accompanying materials are first being provided to stockholders on or about March 4, 2025.

We are using the Securities and Exchange Commission (“SEC”) rule that allows us to furnish our proxy statement, Annual Report on Form 10-K for the year ended December 31, 2024 and the proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access proxy materials over the internet. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice.

2025 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			17
Nominating and Corporate Governance Committee Report			18
Director Compensation			19
Executive Officers of the Company			21
Security Ownership of Certain Beneficial Owners and Executive Officers			23
Other Beneficial Owners			24
Section 16 Reporting			24
Changes in Control			24

EXECUTIVE COMPENSATION			25
Compensation Discussion & Analysis			25
Compensation Committee Report			38
Summary Compensation Table			39
Grants of Plan-Based Awards			40
Outstanding Equity Awards at Fiscal Year -End			41
Option Exercises and Stock Vested			42
Nonqualified Deferred Compensation			42
Potential Payments Upon Termination or Change in Control			43
CEO Pay Ratio			46
Pay Versus Performance			47
Compensation Committee Interlocks and Insider Participation			49

PROPOSAL 2. APPROVE THE 2024 COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			50

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES			51

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

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

2025 Proxy Statement | 2


PROPOSAL 1	ELECTION OF DIRECTORS
	ü	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.

The Company’s Bylaws provide that the number of directors of the Company shall not be less than 5 nor greater than 15. The Board currently consists of 11 directors. On August 19, 2024, Patrick J. Donovan tendered his resignation as a director of both the Company and West Bank, and the Board size was reduced at that time from 12 to 11. Mr. Donovan’s decision to resign was for personal reasons and was not a result of any conflict with the Company. The Board has considered and nominated all of the current directors for election at the Annual Meeting, except for Steven T. Schuler and Philip Jason Worth.

Mr. Schuler, a director since 2018, is ineligible to hold office as a director for an additional term due to reaching the age limitation for board service previously approved by resolution of the Board, which requires that a person who has attained or will attain the age of 73 years on or before the date of the forthcoming annual stockholders’ meeting is not eligible for election to the Board. Accordingly, the Board did not nominate Mr. Schuler for election at the Annual Meeting. As a result, Mr. Schuler’s directorship will end at the Annual Meeting, and we thank him for his service.

On January 21, 2025, Mr. Worth informed the Company that he will not stand for re-election to the Board at the Annual Meeting. Mr. Worth has been a member of the Board since 2013 and will continue to serve as a member of the Board until the Annual Meeting. Mr. Worth’s decision not to stand for re-election to the Board was not a result of any disagreement with the Company pertaining to the Company’s operations, policies or practices. As a result, at its February 19, 2025 meeting, the Board approved reducing the size of the Board from 11 to 10, effective immediately prior to the Annual Meeting. We thank Mr. Worth for his service.

The Board has also nominated a new nominee, John K. Sorensen. Proxies cannot be voted for more than 10 nominees.

80%

Independent Directors

Average Age

8 years

Average Tenure

30%

Female Representation

The term for directors is until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation, removal from office, death or incapacitation.

If any nominee or nominees become unavailable for election, it is intended that the size of the Board will be reduced accordingly, provided that the number of nominees shall not be less than five.

Directors shall be elected by a plurality of the votes cast by the shares entitled to vote at the Annual Meeting. Any stockholder has the option to withhold authority to vote for any or all nominees. Votes withheld from any nominee and broker non-votes will have no effect on the election of directors, due to the fact that such elections are by a plurality of the votes cast.

Information concerning the nominees, including their ages, year first elected as a director of the Company, principal occupation, current assignments on Company committees and description of experience are set forth below. Unless otherwise noted, the nominees have been employed in their principal occupation with the same organization for at least the last five years. Except for John K. Sorensen, all the nominees are currently serving as directors of the Company and as directors of the Company’s wholly-owned subsidiary, West Bank.

2025 Proxy Statement | 3

Director Nominees

Age

Director Since

Independent

Principal Occupation

Location

Lisa J. Elming

2021

Yes

Retired

Johnston, IA

Steven K. Gaer

2011

Yes

President, Recoop Disaster Insurance

West Des Moines, IA

Douglas R. Gulling

2022

Retired, Former Chief Financial Officer, Executive Vice President, Treasurer of the Company and Chief Financial Officer, Executive Vice President of West Bank

Urbandale, IA

Sean P. McMurray

2013

Yes

Chief Technology Officer - Emeritus, Businessolver, Inc.

Clive, IA

George D. Milligan

2005

Yes

Chief Executive Officer, The Graham Group, Inc. and 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

Yes

Retired

Grimes, IA

Rosemary Parson

2022

Yes

Chief Administrative Officer, EquiTrust Life Insurance Company

Urbandale, IA

John K. Sorensen

Yes

Retired

West Des Moines, IA

Therese M. Vaughan

2019

Yes

Retired

West Des Moines, IA


	LISA J. ELMING Johnston, Iowa
	Age:	64
	Director of the Company Since:	2021
	Director of West Bank Since:	2021
	2024 Committee:	Risk Management and Information Technology (Chair)
	We consider Ms. Elming to be a qualified candidate for service on the Board and committee on which she serves because of her extensive knowledge and over 35 years of experience as an information technology expert.
Prior to her retirement, Ms. Elming was the Director of Information Technology at Pioneer Hybrid International, a publicly traded global provider of seeds and agriculture services, from 2012 to 2017, where she led the information technology team that supported all Pioneer business activities in the United States, Mexico and Brazil. Pioneer is now part of Corteva Agriscience.

2025 Proxy Statement | 4


	STEVEN K. GAER West Des Moines, Iowa
	Age:	64
	Director of the Company Since:	2011
	Director of West Bank Since:	2011
	2024 Committee:	Compensation
	We consider Mr. Gaer to be a qualified candidate for service on the Board and committee on which he serves because of his extensive knowledge of commercial real estate structuring, development, financing and underwriting.
Mr. Gaer became the President of Recoop Disaster Insurance in 2022 and a member of their Board of Managers in July 2022. Mr. Gaer currently serves on the Drake Law School Board of Counselors.
Mr. Gaer was the Chief Operating Officer and General Counsel for R&R Realty Group, Iowa’s largest commercial real estate development, management and investment company until his retirement in August 2022. Mr. Gaer was the Mayor of the City of West Des Moines, Iowa, a position he held from April 2007 until December 2021.


	DOUGLAS R. GULLING Urbandale, Iowa
	Age:	71
	Director of the Company Since:	2022
	Director of West Bank Since:	2005
	2024 Committee:	Risk Management and Information Technology
	We consider Mr. Gulling to be a qualified candidate for service on the Board and the committee on which he serves because of his experience as the retired Chief Financial Officer and Executive Vice President of the Company and his extensive experience in banking.
Mr. Gulling is the former Chief Financial Officer, Executive Vice President and Treasurer of the Company. His retirement from his executive roles with the Company was effective December 31, 2021 after four decades in banking. Mr. Gulling was a non-executive employee of West Bank as the Bank Building Construction Administrator with primary duties related to the construction of the new headquarters building in West Des Moines, Iowa until April 2024. Mr. Gulling further consulted with West Bank on completion of the headquarters construction project through July 2024. Mr. Gulling is a Certified Public Accountant (inactive).

2025 Proxy Statement | 5


	SEAN P. MCMURRAY Clive, Iowa
	Age:	57
	Director of the Company Since:	2013
	Director of West Bank Since:	2013
	2024 Committees:	Compensation (Chair) Risk Management and Information Technology
	We consider Mr. McMurray to be a qualified candidate for service on the Board and committees on which he serves because of his extensive knowledge and experience as an information technology expert in a wide array of service industries.
Mr. McMurray is the Chief Technology Officer - Emeritus of Businessolver, Inc., a position he has held since 2017. Businessolver, Inc. is a human resources benefits administration technology company that he helped found in 1998.
Mr. McMurray was the Chief Executive Officer of AgSolver, Inc., a technology company, from May 2013 until October 2017. Mr. McMurray founded DataVision Resources and served as its Chief Executive Officer for 15 years until DataVision Resources was acquired by Equifax, Inc. in 2011. He served as a Senior Vice President at Equifax, Inc. until May 2013. Mr. McMurray helped to build and design the business platforms for Businessolver, Inc. and AgSolver, Inc.


	GEORGE D. MILLIGAN Chair Des Moines, Iowa
	Age:	68
	Director of the Company Since:	2005
	Director of West Bank Since:	1994
	2024 Committee:	Nominating and Corporate Governance
	We consider Mr. Milligan to be a qualified candidate for service on the Board and committee on which he serves because of his extensive knowledge of commercial real estate financing and underwriting.
Mr. Milligan became the Chief Executive Officer of The Graham Group, Inc. on October 1, 2023. He had served as President since 1985. The Graham Group, Inc. is a Des Moines, Iowa-based real estate development and investment company. Mr. Milligan has been the Chair of the Company since April 2024 and was previously Vice-Chair from April 2023 to April 2024.
Mr. Milligan is a board member and member of the audit, executive, nominating and governance (Chair) and investment committees of the public company United Fire Group, Inc. of Cedar Rapids, Iowa, a property and casualty insurance company.

2025 Proxy Statement | 6


	DAVID D. NELSON West Des Moines, Iowa
	Age:	64
	Director of the Company Since:	2010
	Director of West Bank Since:	2010
	2024 Committee:	—
	We consider Mr. Nelson to be a qualified candidate for service on the Board because of his experience as the Chief Executive Officer and President of the Company, his extensive experience in banking and his strong backgrounds in customer relationship building, credit and leadership development.
Mr. Nelson is the Chief Executive Officer and President of the Company and Chair and Chief Executive Officer of West Bank.
Prior to joining the Company on April 1, 2010, Mr. Nelson was the President of Southeast Minnesota Business Banking and President of Wells Fargo Bank Rochester in Rochester, Minnesota. He has more than 35 years of experience in commercial banking.
Mr. Nelson served on the Board of the American Bankers Association from 2021 to 2024 and was a member of the Government Relations Council and the Community Bankers Council. He was the chair of the Iowa Bankers Association from 2016 to 2017 and is an ex-officio member.


	JAMES W. NOYCE Grimes, Iowa
	Age:	69
	Director of the Company Since:	2009
	Director of West Bank Since:	2009
	2024 Committees:	Audit Nominating and Corporate Governance
	We consider Mr. Noyce to be a qualified candidate for service on the Board and committees on which he serves because of his knowledge and experience with public companies, his extensive financial services industry experience and his education and training as an accountant.
Mr. Noyce served as Chair of the Company from April 2018 to April 2024 and was previously Vice-Chair from April 2017 to April 2018.
Mr. Noyce has over 40 years of experience in the financial services industry and previously served as the Chief Executive Officer of FBL Financial Group, Inc., a publicly traded financial services company, and Farm Bureau Financial Services Companies from January 2007 through his retirement in April 2009, and Chief Financial Officer of these entities from January 1996 through December 2006. Prior to that, Mr. Noyce held various positions with FBL Financial Group, Inc. and Farm Bureau Financial Services Companies, including Controller and Vice President. He served on the Advisory Committee to Farm Bureau Bank for approximately seven years until May 2009.
Mr. Noyce is the Chair of the Board of the public company United Fire Group, Inc. of Cedar Rapids, Iowa, a property and casualty insurance company. He also serves as a member of its audit, executive, compensation and nominating and governance committees.
Mr. Noyce is an audit committee financial expert and served as Chair of the Audit Committee from April 2010 until April 2018. Mr. Noyce is a Certified Public Accountant (inactive), a Fellow of the Casualty Actuarial Society and an Associate of the Society of Actuaries.

2025 Proxy Statement | 7


	ROSEMARY PARSON Urbandale, Iowa
	Age:	67
	Director of the Company Since:	2022
	Director of West Bank Since:	2022
	2024 Committees:	Audit Risk Management and Information Technology
	We consider Ms. Parson to be a qualified candidate for service on the Board and the committees on which she serves because of her extensive experience as an executive leader in business operations in the financial services industry.
Ms. Parson has been the Chief Administrative Officer at EquiTrust Life Insurance Company since December 2024. Prior to that, Ms. Parson had been the Senior Vice President of Policy Administration and Community Relations since January 2014 and had been a vice president since 2003. As a charter member of the organization, Ms. Parson’s expertise includes developing administrative and cyber risk management controls and mitigation strategies as well as operating business systems controls.
Ms. Parson has over forty years of financial industry experience including ten years of merger, acquisition and company consolidation experience that she leverages as an executive leader in the organization.


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

2025 Proxy Statement | 8


	THERESE M. VAUGHAN West Des Moines, Iowa
	Age:	68
	Director of the Company Since:	2019
	Director of West Bank Since:	2019
	2024 Committees:	Audit Nominating and Corporate Governance (Chair)
	We consider Dr. Vaughan to be a qualified candidate for service on the Board and committees on which she serves because of her extensive experience with public companies and her leadership in the financial services industry.
Dr. Vaughan was the Professional Director of the Vaughan Institute of Risk Management at the University of Iowa’s Tippie College of Business from September 2021 to September 2023.
Dr. Vaughan was an Executive in Residence at Drake University until August 2021. She was the Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science at Drake University from August 2017 to August 2019. From June 2014 to June 2017, Dr. Vaughan served as the Interim Dean and then the Dean of Drake University’s College of Business and Public Administration.
Dr. Vaughan is a leading expert in insurance regulation, having served as Chief Executive Officer of the National Association of Insurance Commissioners from February 2009 to November 2012 and as Commissioner of the Iowa Insurance Division, directing all insurance business transacted in the State of Iowa, from August 1994 to December 2004. Dr. Vaughan is a Certified Director of the NACD (NACD.DC®), a Chartered Property Casualty Underwriter and an Associate of the Casualty Actuarial Society. Dr. Vaughan is an audit committee financial expert.
Dr. Vaughan has served on the boards of directors of Verisk Analytics, Inc., a data analytics provider and public company, since February 2013, Wellmark Blue Cross and Blue Shield since May 2013 and Hamilton Insurance Group, LTD since March 2024. Dr. Vaughan serves on the audit, governance, corporate sustainability and nominating committees for Verisk Analytics, Inc., on the audit and compliance committees of Wellmark Blue Cross and Blue Shield and on the nominating and corporate governance and underwriting and risk committees of Hamilton Insurance Group, LTD.
Dr. Vaughan served on the board of directors of American International Group, Inc., a public company that is a global organization until her retirement from that board on January 31, 2024. Dr. Vaughan also has previously served on the boards of directors of Validus Holdings, Ltd., an insurance company and public company, Principal Financial Group, Inc., an investment management company and public company, and Endurance Specialty Holdings Ltd., a holding company for insurance companies and a public company.

2025 Proxy Statement | 9

As noted above, with the exception of Messrs. Milligan and Noyce, who are directors of United Fire Group, Inc. and Dr. Vaughan, who is a director of Verisk Analytics, Inc. and Hamilton Insurance Group, LTD., none of the other above nominees holds a directorship in any other company with a class of securities registered pursuant to Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or registered as an investment company under the Investment Company Act of 1940. No other directorships held by nominees in the past five years require disclosure.

None of the nominees for director of the Company has any family relationship with any other nominees or with any executive officers of the Company. There are no arrangements or understandings between any of the nominees and any other person pursuant to which he or she was selected as a nominee.

BOARD DIVERSITY AREAS OF EXPERTISE

The chart below summarizes the types of knowledge, skills and experiences each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The absence of a mark does not mean the director does not possess that qualification or skill; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography included previously in this proxy statement describes these qualifications and relevant experience in more detail.

Elming

Gaer

Gulling

McMurray

Milligan

Nelson

Noyce

Parson

Sorensen

Vaughan

SEC Form DEF 14A filed by West Bancorporation