WEST BANCORPORATION, INC.

1601 22nd Street

West Des Moines, Iowa 50266

PROXY STATEMENT

~~2021~~2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April ~~29, 2021~~27, 2023

This proxy statement ~~and the accompanying proxy card are~~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 ~~2021~~2023 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held ~~on April 29, 2021, at 4:00 p.m. Central time, and at any and all adjournments thereof. The Annual Meeting will be held both online via live webcast at www.virtualshareholdermeeting.com/WTBA2021 and~~ in ~~person at~~ the David L. Miller Conference Center at the Company’s headquarters located at 1601 22nd Street, West Des Moines, ~~Iowa. You will need to have your 16-digit control number included~~Iowa on ~~your proxy card to join, ask questions~~April 27, 2023, at 4:00 p.m. Central Time, and ~~vote~~ at ~~the Annual Meeting online via live webcast.~~any and all adjournments thereof. Copies of the Company’s ~~2020~~2022 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, ~~2020,~~2022, accompany this proxy statement. This proxy statement, form of proxy, and other accompanying materials are first being ~~mailed~~provided to stockholders on or about March ~~1, 2021.~~7, 2023.

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, 2022 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.

2023 Proxy Statement | 1

~~QUESTIONS AND ANSWERS~~

PROXY STATEMENT

TABLE OF CONTENTS


~~What is a proxy?~~ P ROPOSAL 1.ELECTION OF DIRECTORS			A proxy is a document, also referred to as a “proxy card,” on which you authorize someone else to vote for you in the way that you want to vote. 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. You may also choose to abstain from voting. 3
~~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 the proxy card.~~
~~Why am I receiving this proxy statement~~GOVERNANCE AND BOARD OF DIRECTORS			11
General			11
Committees of the Board of Directors			12
Code of Ethics			14
Environmenta l, Social and ~~proxy card?~~Governance Efforts			~~You are receiving a proxy statement~~15
Board Leadership Structure			17
Board's Role in Risk Oversight			17
Nominating and ~~proxy card from us because you were a stockholder of record~~Corporate Governance Committee Report			18
Director Compensation			19
Executive Officers of the Company at the close of business on February 19, 2021 (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.			When you sign the enclosed proxy card or otherwise vote pursuant to the instructions set forth in the proxy card, you appoint the proxy holders designated on the proxy card as your representatives at the 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.21
~~What if I receive more than one proxy card?~~ Security Ownership of Certain Beneficial Owners and Executive Officers			You will receive more than one proxy card if you have multiple holdings reflected in our stock transfer records or in accounts with brokers. Please sign and return ALL proxy cards or otherwise vote pursuant to the instructions set forth in the proxy card to ensure that all of your shares are voted. 23
~~What matters will be voted on~~ Other Beneficial Owners			24
Section 16 Reporting			24
Changes in Control			24

EXECUTIVE COMPENSATION			25
Compensation Discussion & Analysis			25
Compensation Committee Report			37
Summary Compensation Table			38
Grants of Plan-Based Awards			39
Outstanding Equity Awards at ~~the meeting?~~Fiscal Year End			~~You are being asked to vote on the following matters proposed by our Board:~~40
~~(1)the election of 11 directors to serve on the Board until the next annual meeting of stockholders~~Option Exercises and ~~until their successors are elected~~Stock Vested			41
Nonqualified Deferred Compensation			41
Potential Payments Upon Termination or Change in Control			42
CEO Pay Ratio			45
Pay Versus Performance			45
Compensation Committee Interlocks and ~~qualified;~~Insider Participation			~~(2)the approval, on a nonbinding basis, of the 2020 compensation of the named executive officers, commonly known as a “say-on-pay” proposal;~~47

~~(3)the approval of the West Bancorporation, Inc. 2021 Equity Incentive Plan;~~PROPOSAL 2. APPROVE THE 202 2 C OMPENSATION OF THE COMPANY ’S NAMED EXECUTIVE OFFICERS			48

INDEPENDENT REGISTERED PUBLIC ACCOUN TING FIRM FEES AND SERVICES			49
PROPOSAL 3. R ATIFY THE APPOINTMENT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM			49
Audit Fees			50
Audit Committee Report			50

GENERAL MATTERS			51
Questions and Answers			~~(4)the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the 2021 fiscal year.~~51
Certain Relationships and Related Transactions			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.53
202 4 Stockholder Proposals			54
Stockholder Communications			55

2023 Proxy Statement | 2


~~How can I attend the meeting?~~			The Annual Meeting will be held both online via live webcast at www.virtualshareholdermeeting.com/WTBA2021 and in person at the David L. Miller Conference Center at the Company’s headquarters located at 1601 22nd Street, West Des Moines, Iowa. We strongly encourage all stockholders to attend the meeting virtually rather than in person. Online access to the webcast will open approximately 15 minutes prior to the start of the meeting to allow time for you to log in and test the computer software. We encourage our stockholders to access the meeting prior to the start time to allow ample time to complete the online check-in process. You will need to have your 16‐digit control number included on your proxy card to join, ask questions at and vote at the Annual Meeting online via live webcast. You will be able to vote your shares electronically and submit your questions prior to and during the meeting online. You are entitled to participate in the Annual Meeting only if you were a stockholder of record as of the Record Date or if you hold a valid proxy for the Annual Meeting. If you are not a stockholder of record but hold shares as a beneficial owner in street name, you should follow the instructions for attending the Annual Meeting provided by your broker or other fiduciary. If you do not comply with the procedures outlined above, you will not be admitted to the Annual Meeting. ~~If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.~~
~~How do I ask questions at the meeting if I attend online via live webcast?~~			To ask a question through the live webcast at www.virtualshareholdermeeting.com/WTBA2021, you will need to have your 16‐digit control number included on your proxy card. If you would like to submit a question, click on the “Q&A” button at the bottom of the screen, enter your question in the text box and click on “Submit” prior to or at any time during the meeting. We encourage you to submit any questions prior to the Annual Meeting to ensure your question is received.
~~How do I vote?~~			After reviewing this document, please submit your proxy using any of the voting methods indicated on the proxy card. 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 11 nominees named in this proxy statement, “FOR” the approval of the say-on-pay proposal, “FOR” the approval of the West Bancorporation, Inc. 2021 Equity Incentive Plan and “FOR” the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the 2021 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. To vote during the meeting, you may go to www.virtualshareholdermeeting.com/WTBA2021 to attend the meeting via webcast and vote online. You will need to have your 16-digit control number included on your proxy card when you access the website and follow the instructions to vote by clicking the “voting” button on your screen. Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares held in the name of a broker or other fiduciary also may be voted electronically during the Annual Meeting by following the instructions provided by your broker or other fiduciary. If you attend the Annual Meeting in person, 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~~	PROPOSAL 1. Election of ~~a broker, who votes my shares?~~Directors.	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, the approval of say-on-pay proposals and the approval of the West Bancorporation, Inc. 2021 Equity Incentive Plan 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, the approval of the say-on-pay proposal or the approval of the West Bancorporation, Inc. 2021 Equity Incentive Plan. 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 West Bancorporation, Inc., 1601 22~~nd ~~Street, West Des Moines, Iowa 50266, Attention: Corporate Secretary. If you hold your shares in the name of your broker and desire to revoke your proxy, you will need to contact your broker.~~
~~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. For this purpose, presence “in person” includes online participation in the virtual meeting. 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 or online via live webcast.~~ 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 16,469,272 shares of common stock issued and outstanding, all of which were entitled to vote. Therefore, at least 8,234,637 shares need to be present, in person (by attendance at the Annual Meeting in person or online via live webcast) 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 11 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 11 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, the West Bancorporation, Inc. 2021 Equity Incentive Plan and the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. 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 RETURN YOUR MARKED AND SIGNED PROXY CARD, OR VOTE BY INTERNET OR TELEPHONE, PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING, EITHER IN PERSON OR ONLINE VIA LIVE WEBCAST.

~~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. The Board currently consists of 1213 members. The Board has considered and nominated all ~~except two~~ of the current directors for election at the Annual ~~Meeting. David R. Milligan,~~Meeting, except for Michael J. Gerdin. On February 6, 2023, Mr. Gerdin informed the Company that he will not stand for re-election to the Company Board at the Company’s 2023 Annual Meeting of stockholders, scheduled to be held on April 27, 2023. Mr. Gerdin has been a director since 2009, and Lou Ann Sandburg, a director since 2011, are ineligible to hold office as directors for an additional term due to reaching the age limitation for board service previously approved by resolutionmember of the Board ~~which requires that~~since 2013 and will continue to serve as a ~~person who has attained or will attain the age of 73 years on or before the date~~member of the ~~forthcoming annual stockholders’ meeting is~~Board until the 2023 Annual Meeting. Mr. Gerdin also serves as a member of the Compensation Committee. Mr. Gerdin’s decision not ~~eligible~~to stand for ~~election~~re-election to the ~~Board. Accordingly,~~Board was not a result of any disagreement with the Company pertaining to the Company’s operations, policies or practices. As such, at its February 22, 2023 meeting, the Company’s Board approved reducing the size of the Board ~~did not nominate Mr. Milligan or Ms. Sandburg for election at~~from 13 to 12, effective immediately prior to the Annual Meeting. As a result, Mr. Milligan and Ms. Sandburg’s directorships will end at the Annual Meeting, and we thank them for their service. The Board also nominated a new nominee, Lisa J. Elming, to fill one of the open Board seats, and decreased the size of the Board to 11 members effective at the Annual Meeting. Proxiesproxies cannot be voted for more than ~~11 persons.~~12 nominees.


83% Independent Directors			64 Average Age			7 years Average Tenure			25% 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 ~~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.


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 Board recommends a vote “FOR” each of the nominees listed in the table below. Properly executed proxies on the accompanying proxy card 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 ~~West Bancorporation, Inc.,~~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 Lisa J. Elming.~~Bank.

Director Nominees

Age

Director
Since

Principal Occupation

Location

Director Nominees

Age

Director
Since

Independent

Principal Occupation

Location

Patrick J. Donovan

2019

Retired

St. Paul, MN

Patrick J. Donovan

2019

Yes

Retired

St. Paul, MN

Lisa J. Elming

–

Retired

Johnston, IA

Lisa J. Elming

2021

Yes

Retired

Johnston, IA

Steven K. Gaer

2011

Chief Operating Officer and General Counsel, R&R Realty Group, and Mayor of West Des Moines

West Des Moines, IA

Steven K. Gaer

2011

Yes

President, Recoop Disaster Insurance

West Des Moines, IA

Michael J. Gerdin

2013

Chairman and Chief Executive Officer, Heartland Express, Inc.

North Liberty, 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

Sean P. McMurray

2013

Yes

Chief Technology Officer - Emeritus, Businessolver, Inc.

Clive, IA

George D. Milligan

2005

President, The Graham Group, Inc.

Des Moines, IA

George D. Milligan

2005

Yes

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

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

James W. Noyce

2009

Yes

Chair of the Company

West Des Moines, IA

Rosemary Parson

2022

Yes

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

Urbandale, IA

Steven T. Schuler

2018

Retired

Urbandale, IA

Steven T. Schuler

2018

Yes

Retired

Urbandale, IA

Therese M. Vaughan

2019

Executive in Residence, Drake University

Des Moines, IA

Therese M. Vaughan

2019

Yes

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

Des Moines, IA

Philip Jason Worth

2013

General Manager, Gilcrest/Jewett Lumber Company

West Des Moines, IA

Philip Jason Worth

2013

Yes

President, Gilcrest/Jewett Lumber Company

West Des Moines, IA

2023 Proxy Statement | 3

Patrick J. Donovan

St. Paul, Minnesota

~~Patrick J. Donovan~~Age:

~~Age:~~

6769

~~St. Paul, Minnesota~~

Director of the Company Since:

2019

Director of West Bank Since:

2019

2022 Committee:

~~2020 Committees:~~

· ~~Nominating and~~

~~Corporate Governance~~

· 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 Chief Operating Officer and became 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~~Board and ~~committees~~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.

Prior to retirement, Mr. Donovan was the President and Chief Executive Officer and a board member of Bremer Financial Corporation, a 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.

Lisa J. Elming

Johnston, Iowa

~~Lisa J. Elming~~Age:

~~Age:~~

6062

~~Johnston, Iowa~~

Director of the Company ~~since:~~Since:

–2021

Director of West Bank Since:

–2021

~~2020~~2022 Committee:

–Risk Management and Information Technology

*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.

*We consider Ms. Elming to be a qualified candidate for service on the board and committee on which she will serve because of her extensive knowledge and over 35 years of experience as an information technology expert. Ms. Elming will serve on the Risk Management and Information Technology Committee upon her election to the Board.

Steven K. Gaer

~~Age:~~

West Des Moines, Iowa

Age:

Director of the Company ~~since:~~Since:

2011

Director of West Bank Since:

2011

~~2020~~2022 Committee:

Compensation (Chair)

*We consider Mr. Gaer isto 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.~~

*company until his retirement in August 2022. Mr. Gaer iswas the Mayor of the City of West Des Moines, Iowa, a position he ~~has~~ held ~~since~~from April ~~2007.~~

*Mr. Gaer serves on the board of the Metropolitan Planning Organization and the County Assessor Boards for Polk, Dallas, Madison and Warren counties. Mr. Gaer also serves on the board of the Greater Des Moines Partnership.

*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.

2007 until December 2021.

2023 Proxy Statement | 4

Douglas R. Gulling

Urbandale, Iowa

~~Michael J. Gerdin~~Age:

~~Age:~~

5169

~~North Liberty, Iowa~~

Director of the Company Since:

~~2013~~2022

Director of West Bank Since:

~~2013~~2005

~~2020~~2022 Committee:

~~Compensation~~Risk Management and Information Technology

*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~~Gulling to be a qualified candidate for service on the ~~board~~Board and the

committee on which he serves because of his ~~extensive~~ experience as the ~~head~~retired Chief Financial

Officer and Executive Vice President of ~~a public company~~the Company and his ~~familiarity~~extensive experience in banking.

Mr. Gulling is the retired Chief Financial Officer, Executive Vice President and Treasurer of the Company. His retirement was effective December 31, 2021 after fourdecades in banking. Mr. Gulling remains a non-executive employee of West Bank. He is the Bank Building Construction Administrator with primary duties related to the ~~eastern Iowa business community.~~construction of the new headquarters building in West Des Moines, Iowa. Mr. Gulling is a Certified Public Accountant (inactive).

Sean P. McMurray

Clive, Iowa

~~Sean P. McMurray~~Age:

~~Age:~~

5355

~~Clive, Iowa~~

Director of the Company Since:

2013

Director of West Bank Since:

2013

~~2020~~2022 Committees:

· Compensation

· Risk Management and

Information Technology (Chair)

*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.

*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.

George D. Milligan

Des Moines, Iowa

~~George D. Milligan~~Age:

~~Age:~~

6466

~~Des Moines, Iowa~~

Director of the Company Since:

2005

Director of West Bank Since:

1994

~~2020~~2022 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 is the President of The Graham Group, Inc., a position he has held since 1985. The Graham Group, Inc. is 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 (Chair) 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.~~

2023 Proxy Statement | 5

David D. Nelson

~~Age:~~

West Des Moines, Iowa

Age:

Director of the Company Since:

2010

Director of West Bank Since:

2010

~~2020~~2022 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.

*~~We consider~~ Mr. Nelson ~~to be a qualified candidate for service~~serves on the ~~board because of his experience as the Chief Executive Officer and President~~Board of the ~~Company, his extensive experience in banking~~American Bankers Association and ~~his strong backgrounds in customer relationship building, credit~~is a member of the Government Relations Council and ~~leadership development.~~

the Community Bankers Council. He is the past chair and ex-officio member of the Iowa Bankers Association.

James W. Noyce,

~~Age:~~

Chair

West Des Moines, Iowa

Age:

Director of the Company Since:

2009

Director of West Bank Since:

2009

2022 Committees:

~~2020 Committee:~~

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

*~~Mr. Noyce was the Interim Chief Executive Officer of the YMCA of Greater Des Moines from January 2016 until June 2016.~~

*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 ~~a board member and vice chairman and a member~~the Chair of the ~~audit committee, compensation committee and nominating and governance committee~~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 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 committee 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.

2023 Proxy Statement | 6


	Rosemary Parson Urbandale, Iowa
	Age:	65
	Director of the Company Since:	2022
	Director of West Bank Since:	2022
	2022 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 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.

Steven T. Schuler

Urbandale, Iowa

~~Age:~~

~~Urbandale, Iowa~~Age:

Director of the Company Since:

2018

Director of West Bank Since:

2018

~~2020~~2022 Committees:

· Audit (Chair)

· ~~Risk Management and~~

~~Information Technology~~Compensation

*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.

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; as 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.

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Therese M. Vaughan

Des Moines, Iowa

~~Therese M. Vaughan~~Age:

~~Age:~~

6466

~~Des Moines, Iowa~~

Director of the Company Since:

2019

Director of West Bank Since:

2019

~~2020~~2022 Committees:

· Audit

· Nominating and

Corporate Governance (Chair)

*We consider Dr. Vaughan ~~is currently~~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 has served as 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.~~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 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, and of 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 ~~committee~~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 of 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.

Philip Jason Worth

~~Age:~~

West Des Moines, Iowa

Age:

Director of the Company Since:

2013

Director of West Bank Since:

2011

~~2020~~2022 Committee:

–—

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

Mr. Worth is the President of Gilcrest/Jewett Lumber Company, a position he has held since ~~1999 and has served in his current role as the General Manager since April 2017.~~January 2022. He previously served as ~~Sales~~General Manager. Gilcrest/Jewett Lumber Company ~~was founded in 1856, and Mr. Worth represents the sixth generation of ownership. The 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.~~

2023 Proxy Statement | 8

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 ~~hold~~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 ~~have~~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 with Respect to Gender, Ethnicity and 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.

Donovan

Elming

Gaer

~~Gerdin~~Gulling

McMurray

Milligan

Nelson

Noyce

~~Schuler~~Parson

~~Vaughan~~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

~~Community presence~~Banking and insurance regulations

~~Risk management~~

~~Information technology~~

~~Public company executive or board experience~~

~~Construction/commercial real estate expertise~~

~~Government/public policy~~

~~Regulatory~~Academia

~~Academia~~

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+.

2023 Proxy Statement | 9

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. Following the 2023 Annual Meeting, the Board will have 25 percent female representation, including a female as the chair of the Nominating and Corporate Governance Committee. We believe that over the next several years, as directors attain the age of 73 years and no longer stand for reelection, the female representation percentage on the Board will increase. In the matrix below, we have provided the statistical information required by the Diverse Board Representation Rule as of December 31, 2022.


Board Diversity Matrix as of December 31, 2022
Total Number of Directors	13
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	10	—	—
Park II: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	10	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

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	—

2023 Proxy Statement | 10

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;~~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 1213 directors and will have 1112 directors after the Annual Meeting if all nominees set forth in this proxy statement are elected. The Board has determined that the following 1110 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, ~~D. Milligan, G.~~ Milligan, Noyce, ~~Sandburg,~~Parson, 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, Lisa J. Elming, 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, and current non-executive employee of West Bank, is also not considered “independent.”

The Board held five regularly scheduled meetingsand one organizational meeting in ~~2020.~~2022. 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 percentof 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 ~~2020~~2022 annual meeting of stockholders. ~~The Board did not hold any special meetings related to COVID-19. COVID-19 matters were addressed in regularly scheduled Board and committee meetings of the Company and board meetings of West Bank.~~

Corporate Governance at a Glance


lBoard ~~independence~~independence...................			11If all nominees are elected, 10 of our 12 directors ~~are~~will be independent.
l Board ~~performance~~performance.....................			The Board and committees annually assess their performance through self-evaluation.
l Board ~~committees~~committees.......................			Only independent directors serve on committees of the Company ~~Board.~~Board, with the exception of Mr. Gulling, who serves on the Risk Management and Information Technology Committee.
l Leadership ~~structure~~structure...................			The positions of Chair and Chief Executive Officer are separately held.
l Risk ~~oversight~~oversight.............................			The Board is responsible for monitoring key risks and oversees management.
l Open ~~communication~~communication.................			We encourage open communication among our stockholders, directors and management.
l Stock ~~ownership~~ownership.........................			Directors and ~~the~~ named executive officers are required to hold Company stock. Non-employee directors are required to hold Company stock totaling three times their annual cash retainer.
l Accountability to ~~stockholders~~stockholders...			We elect all directors annually.
l Succession ~~planning~~planning...................			The Board actively plans for our director and management succession.
l Executive session.......................			Executive sessions of the independent directors are available at all meetings and are scheduled at least four times per year.

The following table summarizes, as of December 31, 2022, the standing committees of the Board, ~~has established~~their membership and the ~~following standing committees:~~number of times each met during 2022.

~~Audit Committee~~

Audit Committee

Compensation Committee

Nominating and Corporate
Governance Committee

Risk Management and Information Technology Committee

Steven T. Schuler, Chair

Steven K. Gaer, Chair

Therese M. Vaughan, Chair

Sean P. McMurray, Chair

James W. Noyce

Michael J. Gerdin

George D. Milligan

Patrick J. Donovan

Rosemary Parson

Sean P. McMurray

James W. Noyce

Lisa J. Elming

Therese M. Vaughan

Steven T. Schuler

Douglas R. Gulling

Rosemary Parson

~~Compensation Committee~~

2023 Proxy Statement | 11

~~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.

Committees of the Board of Directors

Audit Committee

~~Members~~

•4Four meetings held in ~~2020~~2022.

•4Four separate executive sessions with ~~the Company’s management and~~ internal and independent auditors in ~~2020~~2022.

•As required by the charter of the Audit Committee, the members of the Audit Committee are appointed by the Board. ~~Mr. Milligan will no longer serve on this Committee following the Annual Meeting.~~

•Each of the Audit Committee members is considered “independent” ~~according to~~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~~United Fire Group, Inc.).

~~Steven T. Schuler, Chair~~

~~David R. Milligan~~

~~James W. Noyce~~

~~Therese M. Vaughan~~

Primary functions

•Selects the independent ~~auditor.~~registered public accountant..

•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~~registered public accountants the plan, scope and results of the ~~auditors’~~independent registered public accountants’ 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

~~Compensation Committee~~

~~Members~~

•4Three meetings held in ~~2020~~2022.

•As required by the charter of the Compensation ~~Committee’s charter,~~Committee, the members of the Compensation Committee are ~~elected annually~~appointed by the ~~independent directors of the~~ Board.

•Each of the Compensation Committee members is considered “independent” as defined by Nasdaq listing requirements and a “non-employee” ~~directors~~director under Section 16 of the Exchange Act and the rules promulgated thereunder.

~~Steven K. Gaer, Chair~~

~~Michael J. Gerdin~~

~~Sean P. McMurray~~

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~~determines director compensation.

•Determines the compensation plans for the named executive officers.

•Reviews matters relating to human capital management including company culture, talent development and diversity and inclusion initiatives.

•Annually reviews the Company’s compensation and benefit programs, including compensation for the named executive officers.

•May delegate any of its authorities to a sub-committee but has not done so to date.

•Has authority to retain consultants and advisors, which it does periodically.

The Compensation Committee has retained McLagan Partners, Inc. (“McLagan”), a highly specialized, industry-focused team within ~~Aon’s~~Aon PLC’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 and reports directly to the Chair of the Compensation ~~Committee,~~Committee. McLagan provides input on marketplace trends and ~~performs~~best practices relating to competitive pay levels, as well as developments in regulatory and technical matters, assists the Company in preparing this proxy statement, and otherwise provides no other ~~work for~~services to the Company.

2023 Proxy Statement | 12

Nominating and Corporate Governance Committee

~~Members~~

•3Three meetings held in ~~2020~~2022.

•As required by the charter of the Nominating and Corporate Governance ~~Committee’s charter,~~Committee, the members of the Nominating and Corporate Governance Committee are ~~elected annually~~appointed by the ~~independent directors of the~~ Board.

•Each of the Nominating and Corporate Governance Committee members ~~are~~is considered “independent” as defined by Nasdaq listing requirements.

~~George D. Milligan, Chair~~

~~Patrick J. Donovan~~

~~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 ~~2022~~2024 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—~~2022~~2024 Stockholder Proposals” section of this proxy statement.

•Reviews succession planning at least annually.

•Provides educational resources to the board including training on cybersecurity and corporate governance.

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~~reviewing current directors of the Company; (b) ~~review~~reviewing current directors of West Bank; (c) ~~solicit~~soliciting input from existing directors and executive officers; and (d) ~~review~~reviewing 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~~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,~~backgrounds and perspectives, including diversity with respect to gender, ~~race~~ethnicity and ~~ethnicity.~~areas of expertise. 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.

2023 Proxy Statement | 13

Risk Management and Information Technology Committee

~~Members~~

•4Four meetings held in ~~2020~~2022.

•As required by the charter of the Risk Management and Information Technology ~~Committee’s charter,~~Committee, the members of ~~this~~the Committee are appointed ~~annually~~ by the Board. ~~Ms. Sandburg will no longer serve on this Committee following the Annual Meeting. We expect Ms. Elming to serve on this Committee following the Annual Meeting.~~

•Each of the Risk Management and Information Technology Committee members ~~are~~is considered “independent” as defined by Nasdaq listing ~~requirements.~~requirements, except for Mr. Gulling.

~~Sean P. McMurray, Chair~~

~~Patrick J. Donovan~~

~~Lou Ann Sandburg~~

~~Steven T. Schuler~~

Primary functions

•Charged with being the primary Board committee to actively ~~monitor~~identify and assess the risks and technology issues facing the Company and oversee the development, implementation and monitoring of 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,~~reports related to strategic, credit, ~~metrics, trends~~market, liquidity, operational, information security and technology, legal, compliance, ~~with established lending limits,~~ investment, ~~portfolio performance~~financial, reputational and ~~potential risks, information technology and cybersecurity risks, and potential reputational~~other risks facing the Company.

•Annually reviews policies and procedures regarding risk management, including ~~insurance coverage,~~ information technology and safety, liquidity, business continuity and regulatory policies.

Other Committees

Additional committees of the West Bank Board of Directors are described below. Although none of these committees have a charter, there are West Bank policies that describe oversight and responsibility of these areas.

Trust Committee. The Trust Committee regularly reviews the trust activities of West Bank. The committee meets four times per year and three independent West Bank directors are on the committee.

Directors Loan Committee (“DLC”). The DLC monitors lending activities by reviewing information critical to prudent oversight. The committee meets four times per year and four independent West Bank directors are on the committee.

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 ~~Chief Financial Officer~~ and Chief ~~Accounting~~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 ~~Chief Financial Officer~~ and Chief ~~Accounting~~Financial Officer, and persons performing similar functions, by posting such information on our website. The Audit Committee ~~reviewed~~reviews the ~~Company’s~~ Code of Conduct ~~during 2020~~annually and reviewed it in 2022 and recommended ~~minor~~no changes from the previous year to the ~~Board, which the Board implemented.~~Board.

2023 Proxy Statement | 14

Environmental, ~~Sustainability~~Social and ~~Social Responsibility~~Governance Efforts

As investor interest in environmental, social and governance (“ESG”) matters grows, the Company is responding by ~~considering environmental and social~~increasing communication of such matters in its ~~policies and public~~ 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 ~~shareholders~~stockholders and maintaining our integrity in the marketplace. We monitor developments in the ~~areas of environmental, social and governance matters~~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 ~~Company~~Board is committed to overseeing our 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 2022, 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.

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 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 nonprofit customers in their mission-driven work to meet community needs.

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 nonprofit 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 nonprofit community development corporation to participate in commercial redevelopment activities in one of our primary markets.

West Bank is an 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 opportunities 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.

2023 Proxy Statement | 15

Human Capital Management

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 173 full-time employees and 9 part-time employees. We are proud of our culturally and gender diverse workforce, with approximately 18 percent identifying as persons of color and approximately 55 percent as women. Our approach also promotes longevity in our workforce. The average tenure of our employees is over nine years. 72 employees (40 percent) have been with West Bank for over ten years and 42 employees (23 percent) have been with West Bank for over 15 years. Non-teller turnover was approximately 11 percent in 2022.

We conduct periodic company-wide employee engagement surveys to assess employee satisfaction and engagement. Our most recent survey was conducted in 2022, which provided us with valuable feedback regarding West Bank’s current culture and employee satisfaction and engagement. Results of the survey, including the valuable employee comments, were reviewed by the executive team and management. Strategies were developed to address topics of noted recurrence, particularly in the areas of communication, transparency, and management openness to staff initiatives and suggestions. Positive comments concerning relationship building, customer service, and commitment to the community demonstrated our outstanding team members are dedicated to company values and aligned with company leadership.

We have adopted a Social Responsibility Statement that includes a written Diversity, Equity and Inclusion statement as well as a Human Rights Policy Statement that apply to all directors, officers and employees. These statements are available on our website at www.westbankstrong.com under Investor Relations/Overview/Governance documents.

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 ~~we serve,~~in which our ~~employees~~customers live, work and ~~stockholders.~~do business.

We have adopted an Environmental Policy Statement, which can be found on our website at www.westbankstrong.com under Investor Relations/Overview/Governance documents.

Strengthening Communities

In 2022, sponsorships, donations and grants of more than $735,000 were facilitated through West Bank and the West Bancorporation Foundation, Inc. (the “Foundation”) to more than 225 community organizations. The Foundation is the charitable foundation affiliate of the Company. We serve the communities in which we operate through ~~supporting~~ economic development activities, charitable giving and volunteerism by our employees. The ~~Company invests in communities via Community Reinvestment Act lending activities~~Foundation awards grants to organizations focused on human services, arts and ~~sound loan administration to promote sustainable growth. Sponsorships, donations~~culture, and ~~grants of more than $600,000 were facilitated through West Bank~~education.

We encourage and ~~the West Bancorporation Foundation in 2020. The Company encourages and supports~~support volunteer efforts of ~~its~~our employees who ~~spent time volunteering, serving~~volunteer, serve on boards and ~~providing~~provide educational and networking ~~opportunities that touched more than 170 not-for-profit organizations in 2020.~~opportunities. In 2022, our employees volunteered over 7,000 hours of community service. This commitment and investment in the communities we serve are foundational to ~~the Company’s~~our success.

2023 Proxy Statement | 16

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.~~stockholders by providing an effective channel for the Board to express its views on management and allows the CEO to focus on leading the Company and the Board Chair to focus on leading the Board, monitoring corporate governance and any stockholder issues. 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.

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.~~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. •~~Also functions as West Bank’s Audit Committee.~~ •~~Has~~Holds quarterly executive sessions with both the Company’s independent registered public accountants and internal auditors concerning any topic of concern to the registered public accountants or internal 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~~Board candidates. •Oversees the Company’s practices and reporting with respect to ESG matters.
Risk Management and Information Technology Committee			•~~Charged with identifying~~Identifies and ~~assessing~~assesses the risks and technology issues facing the Company and ~~overseeing~~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, ~~the Risk Management and Information Technology Committee~~ reviews risk assessments, policies and procedures regarding risk management, information technology and safety and liquidity.

2023 Proxy Statement | 17

Nominating and Corporate Governance Committee Report

During ~~2020,~~2022, 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. Two current directors are affected by this policy. David R. Milligan and Lou Ann Sandburg will retire from the Board effective as of the date of the Annual Meeting. Based on its review of the Board composition after the upcoming retirements, the Nominating and Corporate Governance Committee decided to recommend reducing the size of the Board to 11 directors. In planning for the retirements, the Nominating and Corporate Governance Committee performed a search for a new director, following its established processes and evaluation criteria. Lisa J. Elming 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 2020 to recommend the addition of Ms. Elming as a director. 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. We anticipate that the Board will add the position of Vice-Chair in 2023.

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.~~service, except for Michael J. Gerdin who informed the Company on February 6, 2023 that he will not stand for re-election to the Company’s Board of Directors. 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,~~Douglas R. Gulling, Sean P. McMurray, George D. Milligan, David D. Nelson, James W. Noyce, Rosemary Parson, 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 Lisa J. Elming for election to the Board of Directors at the Annual Meeting. The~~ Board accepted these recommendations.

During ~~2020,~~2022, the Nominating and Corporate Governance Committee reviewed its charter and norecommended changes ~~were recommended~~ to the Board.

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

Therese M. Vaughan, Chair

George D. Milligan ~~Chair~~

~~Patrick J. Donovan~~James W. Noyce

~~Therese M. Vaughan~~

2023 Proxy Statement | 18

Director Compensation

~~Until April 23, 2020,~~The following table sets forth the compensation structure for the non-employee directors, of the Company received an annual retainer of $15,000, payable quarterly. Committee chairs received an additional $2,000 annual retainer. Directors also received $500 per meeting attended (Board and committee), except that members of the Audit Committee received $600 per Audit Committee meeting attended. Mr. James Noyce, as the Chair ofwhich the Board received a monthly fee of $2,500 for his service. Directors of the Company also received an annual retainer of $7,500, payable quarterly, and $500 per meeting (Board and committee) for services as directors of West Bank. In addition, each director was previously granted 2,000 restricted stock units annually.approved in April 2022.

McLagan completed and the Compensation Committee reviewed a director compensation study in the fourth quarter of 2019, which indicated that our directors were receiving total compensation at a level that was near the top of our peer group. The list of financial institutions in the peer group can be found in the “Executive Compensation” section of this proxy statement. The cash portion of director compensation was near the median, while the stock compensation was at the top of the peer group. Because of fluctuation in the Company’s stock price, the Compensation Committee recommended to the Board that directors’ stock awards no longer be based on a fixed number of shares, but rather on a dollar value of shares, in a manner more aligned with our peers.


		Committees
	Board	Audit	Compensation	Nominating and Corporate Governance	Risk Management and Information Technology	Loan	Trust
Company:
Board member annual retainer	$17,500
Committee chair annual retainer		$6,000	$6,000	$6,000	$6,000
Meeting, each attended	$500	$750	$600	$600	$600
Equity award	$30,000
Board chair annual fee	$30,000
West Bank:
Board member annual retainer	$7,500
Committee chair annual retainer						$6,000	$6,000
Meeting, each attended	$500					$600	$600

As a result of the review, the Board adopted the following compensation structure at its meeting on January 22, 2020. The new fees became effective as of the Board annual organizational meeting on April 23, 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:
Board member annual retainer $7,500
Committee chair annual retainer $0 $2,000
Meeting, each attended $500 $600 $600

At the annual organizational meeting of the Board on April ~~23, 2020,~~28, 2022, each director was granted a restricted stock unit award for ~~1,315~~1,167 shares of the Company’s common stock. The targeted market value of the shares granted to each board member in ~~2020~~2022 was approximately ~~$20,000~~$30,000 on the grant ~~date. Previously, the annual director restricted stock unit awards were based upon a fixed number~~date, an increase of ~~shares.~~$10,000 from prior year. Messrs. Nelson, Gulling, Peters, Olafson and Winterbottom and Ms. Funk are employees and do not receive any compensation for their services as directors of the Company or West Bank. None of the non-employee directors receive any compensation or other payment in connection with his or her service as a director other than compensation received byfrom the Company and West Bank as set forth below. Mr. Gulling is a non-executive employee and was compensated in 2022 pursuant to his Transitional Retirement Agreement filed on Form 8-K with the SEC on May 27, 2021, and subsequently amended on September 7, 2022, filed on Form 10-K with the SEC on February 23, 2023.

2023 Proxy Statement | 19

The following table sets forth all compensation earned or paid to our ~~nonemployee~~non-NEO directors for the fiscal year ended December 31, ~~2020.~~2022.


Name	Name	Fees Earned or Paid in Cash by Company	Fees Earned or Paid in Cash by West Bank	Stock Awards (1)	Total	Name	Fees Earned or Paid in Cash by Company	Fees Earned or Paid in Cash by West Bank	Stock Awards	Other(3)	Total
Patrick J. Donovan	Patrick J. Donovan	$23,667	$12,500	$20,000	$56,167	Patrick J. Donovan	$22,900	$15,400	$26,322(1)	—	$64,622
Lisa J. Elming						Lisa J. Elming	22,900	15,400	26,322(1)	—	64,622
Steven K. Gaer	Steven K. Gaer	25,700	18,700	20,000	64,400	Steven K. Gaer	27,967	15,400	26,322(1)	—	69,689
Michael J. Gerdin	Michael J. Gerdin	21,867	12,000	20,000	53,867	Michael J. Gerdin	21,800	12,000	26,322(1)	—	60,122
Douglas R. Gulling						Douglas R. Gulling	—	—	222,864(2)	$256,620	479,484
Sean P. McMurray	Sean P. McMurray	27,334	12,500	20,000	59,834	Sean P. McMurray	28,933	12,500	26,322(1)	—	67,755
David R. Milligan		22,367	22,833	20,000	65,200
George D. Milligan	George D. Milligan	24,534	18,700	20,000	63,234	George D. Milligan	23,633	21,400	26,322(1)	—	71,355
James W. Noyce	James W. Noyce	52,367	19,300	20,000	91,667	James W. Noyce	55,300	13,000	26,322(1)	—	94,622
Robert G. Pulver (2)		6,500	5,500	-	12,000
Lou Ann Sandburg		21,967	14,700	20,000	56,667
Rosemary Parson						Rosemary Parson	16,467	9,000	26,322(1)	—	51,789
Steven T. Schuler	Steven T. Schuler	30,167	12,500	20,000	62,667	Steven T. Schuler	31,800	12,500	26,322(1)	—	70,622
Therese M. Vaughan	Therese M. Vaughan	24,067	13,700	20,000	57,767	Therese M. Vaughan	29,300	15,400	26,322(1)	—	71,022
Philip Jason Worth	Philip Jason Worth	19,667	21,500	20,000	61,167	Philip Jason Worth	20,500	21,967	26,322(1)	—	68,789

(1)The amounts set forth in the “Stock Awards” column reflect the grant date fair value of restricted stock units awarded on April ~~23, 2020,~~28, 2022, valued in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For the material assumptions used in calculating grant date fair value, see the discussion of equity awards in Note 13 of the Notes to the Company’s Consolidated Financial Statements ~~for the Company’s financial statements~~ for the year ended December 31, ~~2020.~~2022. Each ~~nonemployee~~non-employee director was granted a restricted stock unit award for ~~1,315~~1,167 shares of the Company’s common stock with a vesting date of April ~~23, 2021.~~27, 2023 and a three-year post-vesting holding period. These were the only outstanding ~~nonemployee~~non-employee director equity awards as of December 31, ~~2020.~~2022.

(2)The amount set forth in the “Stock Awards” column reflect the grant date fair value of restricted stock units awarded in 2022, valued in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For the material assumptions used in calculating grant date fair value, see the discussion of equity awards in Note 13 of the Notes to the Company’s Consolidated Financial Statements for the year ended December 31, 2022. On January 24, 2022, Mr. ~~Pulver served~~Gulling was granted a one-time special grant of 1,804 restricted stock units, which vested on March 25, 2022 and are subject to retention requirements such that 50 percent of the ~~Board through~~covered shares must be retained for a period of three years following the ~~date~~vesting date. On March 21, 2022, Mr. Gulling was granted a restricted stock unit award for 7,500 shares of the Company’s ~~2020~~common stock The award is be subject to a retention requirement such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. The award is scheduled to vest in five equal annual ~~meeting~~installments, on March 25 of ~~stockholders.~~2023, 2024, 2025, 2026 and 2027.

(3)Under Mr. Gulling’s Transitional Retirement Agreement, as amended, Mr. Gulling’s salary remained $330,000 until March 31, 2022. As of April 1, July 1, and October 1 of 2022, the annual rate of Mr. Gulling’s salary decreased by 25% of the rate in effect as of March 31, 2022. During 2022, Mr. Gulling was entitled to participate in the short- and long-term incentive plans as may be in effect for non-NEO key employees of the Company in the sole discretion of the Compensation Committee of the Company’s board of directors. Mr. Gulling was also entitled to participate in the Company’s employee benefit plans and programs, except that he did not accrue any vacation during 2022. The amounts set forth in the “Other” column reflect base salary earned during the year including, if any, deferrals and salary increases, a holiday bonus equal to two percent of annual salary paid to all employees of West Bank, an annual incentive bonus and contributions made by the Company on behalf Mr. Gulling to the Company’s 401(k) retirement plan. Mr. Gulling’s Transitional Retirement Agreement, as amended, continues through April 30, 2024.

2023 Proxy Statement | 20

Executive Officers of the Company

Left to right: Bradley Peters, Brad Winterbottom, David Nelson, Jane Funk and Harlee Olafson.

The executive officers of the Company are appointed on an annual basis by the ~~Board of Directors.~~Board. An executive officer may be removed by the Board ~~of Directors~~ whenever, in its judgment, the best interests of the Company will be served thereby. There are no arrangements or understandings between any of the executive officers and any other person pursuant to which ~~he was~~they were selected as an officer. The following tables set forth summary information about the current executive officers of the Company.

David D. Nelson

Age:

~~David D. Nelson~~

~~Age: 60~~

Positions with the Company:

Director

Chief Executive Officer
President

2010

2010

2010

Positions with West Bank:

Chair

Director

Chief Executive Officer

2010

2010

2010

*Prior to joining the Company in 2010, Mr. Nelson was the President of Southeast Minnesota Business Banking and President of Wells Fargo Bank Rochester in Rochester, Minnesota.

*Mr. Nelson has a strong background in customer relationship building, credit and leadership development. Mr. Nelson has been employed in the banking industry since 1984.

Mr. Nelson serves on the Board of the American Bankers Association and is a member of the Government Relations Council and the Community Bankers Council. He is the past chair and ex-officio member of the Iowa Bankers Association.

Jane M. Funk

Age:

~~Douglas R. Gulling~~

~~Age: 67~~

Positions with the Company:

Chief Financial Officer
Executive Vice President

Treasurer

~~2001~~
~~2004~~
~~2013~~2022
2022
2022

Positions with West Bank:

Director

Chief Financial Officer

Executive Vice President

~~2005~~
~~2002~~
~~2015~~2021
2021
2021

*~~Mr. Gulling~~Ms. Funk joined West Bank in 2014, serving as its Chief Accounting Officer since January 2019, Controller and Senior Vice President since April 2018 and Assistant Controller and Vice President since 2014.

Ms. Funk has over 30 years of combined experience in the financial services industry and public accounting. She is a Certified Public Accountant (inactive).

*~~Mr. Gulling has been employed in the banking industry since 1979.~~

2023 Proxy Statement | 21

Harlee N. Olafson

Age:

~~Harlee N. Olafson~~

~~Age: 63~~

Positions with the Company:

Chief Risk Officer

Executive Vice President

2010

2010

Positions with West Bank:

Director

Chief Risk Officer

Executive Vice President

2011

2010

2010

*Prior to joining the Company in 2010, Mr. Olafson was the President of Southern Minnesota Business Banking and President of Wells Fargo Bank Mankato in Mankato, Minnesota.

*Mr. Olafson has strong business development, credit and team building backgrounds. Mr. Olafson has been employed in the banking industry since 1979.

Brad L. Winterbottom

Age:

~~Brad L. Winterbottom~~

~~Position~~Positions with the Company:

Executive Vice President

2006

~~Age: 64~~

Positions with West Bank:

Director

President

2000

2000

*Mr. Winterbottom has extensive experience in commercial lending and loan portfolio administration and knowledge of the Iowa business community. Mr. Winterbottom has been employed in the banking industry since 1981.

*Mr. Winterbottom joined West Bank in 1992 and has served as an executive and policy maker since 1998.


Bradley P. Peters	Age:	59
	Positions with the Company:	Executive Vice President	2021
	Positions with West Bank:	Director Minnesota Group President Executive Vice President	2021 2019 2021
Mr. Peters joined West Bank in March 2019 as its Senior Vice President/Minnesota Group President.
Prior to joining West Bank, Mr. Peters was the Executive Vice President/Group President at Bremer Bank where he was responsible for new market expansion and oversight of their South Central Minnesota, Southeast Minnesota, Twin Cities and Wisconsin regions. He served in this role from August 2010 to December 2018.
Mr. Peters has more than 30 years of financial services experience. He has led business banking teams throughout Minnesota, including the Twin Cities and Southeastern Minnesota.

2023 Proxy Statement | 22

Security Ownership of Certain Beneficial Owners and Executive Officers

The following table sets forth the shares of the Company’s common stock beneficially owned by each director, nominee and named executive officer listed in the Summary Compensation Table and all directors, nominees and executive officers of the Company and West Bank (including named executive officers) as a group. The ownership information is as of February ~~19, 2021,~~17, 2023, and the percent of total shares outstanding is based on ~~16,469,272~~16,640,413 shares of common stock issued and outstanding on such date.

Name

Shares Beneficially Owned (1) (2)

Percent of Total Shares Outstanding

Name

Shares Beneficially Owned (1) (2)

Percent of Total Shares Outstanding

Patrick J. Donovan

10,000

Patrick J. Donovan

42,215

Lisa J. Elming

—

Lisa J. Elming

900

Jane M. Funk(3)

11,137

Steven K. Gaer

15,088

Steven K. Gaer

17,303

Michael J. Gerdin

22,000

Michael J. Gerdin

24,215

Douglas R. Gulling (3)

84,262

Douglas R. Gulling (4)

62,436

Sean P. McMurray

33,197

Sean P. McMurray

35,412

David R. Milligan

38,858

George D. Milligan

50,088

George D. Milligan

52,303

David D. Nelson ~~(4)~~(6)

145,642

David D. Nelson ~~(4)~~(6)

165,393

James W. Noyce

15,888

James W. Noyce

18,103

Harlee N. Olafson ~~(3)~~(4)

72,900

Harlee N. Olafson ~~(3)~~(4)

87,538

Lou Ann Sandburg

14,688

Rosemary Parson

—

Bradley P. Peters(5)

23,050

Steven T. Schuler

9,000

Steven T. Schuler

11,215

Therese M. Vaughan

4,218

Therese M. Vaughan

6,433

Brad L. Winterbottom (3)(5)

93,605

Brad L. Winterbottom (4)(7)

102,320

Philip Jason Worth

12,894

Philip Jason Worth

15,109

Executive officers, directors and nominees
as a group (16 persons)

622,328

3.78

Executive officers, directors and nominees
as a group (17 persons)

675,082

4.06

*Indicates less than 1 percent ownership of outstanding shares.

(1)Shares “beneficially owned” include shares owned by or for, among others, the spouse and/or minor children of the named individual and any other relative who has the same home address as such individual, as well as other shares with respect to which the named individual has or shares voting or investment power or has the right to acquire such powers within 60 days. Beneficial ownership may be disclaimed as to certain of the shares.

(2)Except as otherwise indicated in the following notes, each named individual owns his or her shares directly, or indirectly through a self-directed IRA or the Company’s 401(k) retirement plan and has sole investment and voting power with respect to such shares.

(3)Includes ~~15,000~~4,500 shares ~~subject to~~underlying restricted stock unit awards that are currently unvested but will vest within 60 days of February ~~19, 2021.~~17, 2023.

(4)Includes ~~57,235~~12,000 shares underlying restricted stock unit awards that are currently unvested but will vest within 60 days of February 17, 2023.

(5)Includes 5,300 shares underlying restricted stock unit awards that are currently unvested but will vest within 60 days of February 17, 2023.

(6)Includes 74,915 shares held in his spouse’s trust for which he has sole voting and investment power.

~~(5)~~(7)Includes shares held in his spouse’s name. Mr. Winterbottom disclaims any beneficial ownership of 6,607 shares held in his spouse’s name.

2023 Proxy Statement | 23

Other Beneficial Owners

The following table sets forth certain information on each person known to the Company to be the beneficial owner of more than five percent of the Company’s common ~~stock. The ownership information is~~stock, as of February ~~19, 2021.~~17, 2023.

Name and Address Shares Beneficially Owned Percent of Total
Shares Outstanding
The Jay Newlin Trust (1)
2661 86th Street
Urbandale, IA 50322
1,041,952 6.33 %
Blackrock, Inc. (2)
55 East 52nd Street
New York, NY 10055
1,125,669 6.83 %


Name and Address	Shares Beneficially Owned	Percent of Total Shares Outstanding
FMR LLC(1) 245 Summer Street Boston, MA 02210	1,336,958	8.03	%
The Jay Newlin Trust (2) 2661 86th Street Urbandale, IA 50322	1,041,952	6.26	%
Blackrock, Inc. (3) 55 East 52nd Street New York, NY 10055	1,013,185	6.09	%

(1)Information based solely on a Schedule 13G filed on February 9, 2023. According to the Schedule 13G, FMR, LLC. has sole voting power with respect to 1,336,752 of these shares and sole investment power with respect to 1,336,958 of these shares.

(2)Information based solely on a Schedule 13G filed on February 8, 2010 and information provided to the Company. According to the Schedule 13G, The Jay Newlin Trust has sole investment and voting power with respect to these shares.

~~(2)~~(3)Information based solely on a Schedule 13G/A filed on February 1, ~~2021.~~2023. According to the Schedule 13G/A, Blackrock, Inc. has sole voting power with respect to ~~1,109,614~~991,975 of these shares and sole investment power with respect to ~~1,125,669~~1,013,185 of these shares.

Section 16 Reporting

Section 16(a) of the Exchange Act requires that the Company’s directors and executive officers and persons who own more than 10 percent of the Company’s common stock file initial reports of ownership and reports of changes of ownership with the SEC and Nasdaq. The Company does not know of any ~~one~~single stockholder who owns more than 10 percent of the Company’s stock. Based solely on its review of Section 16(a) forms filed and written representations that no other reports were required, the Company believes that all Section 16(a) reports applicable to its directors and officers during ~~2020~~2022 were filed on a timely basis.

Changes in Control

The Company does not know of any arrangements or pledges that would result in a future change in control of the Company.

2023 Proxy Statement | 24

EXECUTIVE COMPENSATION

~~Overview~~

Compensation Discussion and ~~Executive Summary~~Analysis

~~Named Executive Officers~~

~~We are a “smaller reporting company” as such term is defined in~~This Compensation Discussion and Analysis (“CD&A”) describes and explains the ~~rules promulgated under the Exchange Act. Therefore, we are permitted to limit reporting~~material elements of 2022 compensation ~~disclosures to~~for our ~~principal executive officer and our two other most highly compensated~~named executive officers ~~which are referred to as our “named executive officers”~~ (“NEOs”). We ~~have elected, however, to disclose compensation for all four members~~also provide an overview of our executive ~~management team.~~compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation Committee of our Board arrived at specific compensation policies and decisions involving the NEOs.

Our NEOs for ~~2020,~~2022, which consist of our principal executive officer, principal financial officer and our three other most highly compensated executive officers, are:

•~~David D. Nelson;~~


David D. Nelson			President and Chief Executive Officer of the Company Chief Executive Officer of West Bank
Jane M. Funk			Executive Vice President, Treasurer and Chief Financial Officer of the Company Executive Vice President and Chief Financial Officer of West Bank
Harlee N. Olafson			Executive Vice President and Chief Risk Officer of the Company Executive Vice President and Chief Risk Officer of West Bank
Brad L. Winterbottom			Executive Vice President of the Company President of West Bank
Bradley P. Peters			Executive Vice President of the Company Executive Vice President and Minnesota Group President of West Bank

•~~Douglas R. Gulling;~~

•~~Harlee N. Olafson; and~~Executive Summary

•~~Brad L. Winterbottom.~~

Business Overview

The ~~compensation discussed herein~~Company, through West Bank, provides lending, deposit and ~~reported below~~trust services for businesses and individuals. We offer competitive commercial and personal banking products and are committed to providing superior customer services. We place a high priority on community service and are actively involved with many civic and community projects in the ~~Summary~~communities where we conduct business. We operate in an intensely competitive and uncertain business environment. Not only do we compete with numerous companies in our markets for customers, but we also compete with many different types and sizes of organizations for senior leadership capable of executing our business strategies. Among other challenges, our business model requires experienced leaders with banking and operational expertise who are capable of taking on high levels of personal responsibility in an ever-evolving banking industry and economy.



$46,399	$2.76	$1.00	20.71%	43.70%	0.01%
Net Income (in thousands)	Diluted Earnings Per Share	Dividend Per Share	Return On Average Equity	Efficiency Ratio	Total Nonperforming Assets Ratio

•Net income of $46.4 million for 2022 versus $49.6 million for 2021.

•Diluted earnings per share of $2.76 for 2022 versus $2.95 for 2021.

•Return on average equity of 20.71 percent compared to 20.33 percent for 2021.

•Efficiency ratio of 43.70 percent compared to 40.91 percent for 2021.

•Total loans increased $307.7 million or 12.6 percent, excluding Paycheck Protection Program loans.

•Dividends increased to $1.00 per share for 2022, compared to $0.94 per share for 2021.

2023 Proxy Statement | 25

Stockholder Engagement

We actively engage with our stockholders on an annual basis to solicit feedback on our executive compensation program. Although over 97 percent of our stockholder votes were in favor of our executive compensation program for 2021 at our 2022 annual meeting, the Company has continued this outreach.

In 2022, we reached out to the Company’s largest institutional stockholders which own or control approximately 29 percent of our outstanding shares. We had conversations with three institutions and an additional institution responded but stated that a conversation was not needed at this time.

A group consisting of a combination of some or all of the Chair of the Board, Chair of the Compensation ~~Table is not necessarily indicative~~Committee, a member of ~~how we will compensate our named executive officers~~the Compensation Committee, Chair of the Nominating and Governance Committee and the West Bank Director of Human Resources participated in the ~~future. We will continue to review, evaluate and modify~~discussions with the responding institutional stockholders. The Company representatives explained our compensation ~~framework.~~philosophy, and representatives of the institutional stockholders shared their views of our executive compensation program, and director compensation. The stockholders also discussed governance, risk management and sustainability matters and Company performance. The Company found the feedback offered during the outreach effort constructive and insightful, providing us with an important perspective on how to enhance our corporate disclosures.

Overview and Objectives of Our Executive Compensation Programs

The Company and West Bank share an executive management team. The members of the executive management team, consisting of our NEOs, are compensated by West Bank rather than the Company. Compensation of our NEOs is determined by the Company’s Compensation Committee based on their performance and roles for both the Company and West Bank.

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 that of our peers. Accordingly, our compensation program for executives is guided by our business needs and challenges in creating stockholder value. To support the achievement of our business strategies and goals, we strive to:

•Pay for performance;

•Align executives’ financial interests with those of our stockholders;

•Support the Company’s and West Bank’s values, strategy and development of employees;

•Foster a team approach among top executives;

•Attract and retain leaders capable of delivering ~~superior~~strong business results;

•Provide competitive cash and total compensation opportunities and benefits;

•Balance the mix of short-term and long-term incentives; and

•Adhere to the highest legal and ethical standards.

Our executive compensation program is designed to attract, retain and motivate qualified and talented executives to achieve our business goals and to reward them for ~~superior~~strong short- and long-term performance. In particular, our Compensation Committee is mindful that our “pay-for-performance” philosophy must align the interests of our executives with those of our stockholders in order to drive long-term, sustainable stockholder value growth. A significant amount of NEO compensation is considered at-risk, made up of annual cash ~~incentives~~ and long-term equity ~~incentives.~~incentive opportunities. The primary elements of our executive compensation program in ~~2020~~2022 consisted of base salary, annual cash ~~incentives,~~incentive opportunities and long-term equity ~~incentives.~~opportunities. The purpose and key features of each element isare described below.

2023 Proxy Statement | 26

Base Salary

•Base salaries are set to be competitive within our industry and are important in attracting talented executives.

•Base salaries are adjusted annually, effective January 1, but can be adjusted mid-year when there are material changes, such as a change in an executive officer’s position, responsibilities, demonstrated performance, or relevant market data.

•Base salaries for our NEOs are as follows:


Name	Base Salary 2021	Base Salary 2022	Percent Change 2022
David D. Nelson	$485,000	$514,000	6.0	%
Jane M. Funk(1)	N/A	300,000	N/A
Harlee N. Olafson	330,000	350,000	6.1	%
Brad L. Winterbottom	330,000	350,000	6.1	%
Bradley P. Peters	275,000	300,000	9.1	%

(1) Ms. Funk first became an NEO of the Company effective January 1, 2022 with her promotion to CFO.

Annual Cash Incentive Opportunities

•Annual cash incentive opportunities are intended to motivate and reward executives for the achievement of certain financial goals in comparison to internal and external standards.

•Annual cash incentive opportunities are based on a percentage of base salary and that percentage is based on: (1) the Company’s net profit; and (2) the Company’s performance relative to our peer group based on return on average equity, efficiency ratio and total nonperforming assets ratio, equally weighted, according to the following schedule. The performance targets, peer rankings and percent of salaries remains the same as the prior year.

~~Base Salary~~

•~~Base salaries are set to be competitive within our industry and are important in attracting talented executives.~~

•Base salaries are adjusted annually (beginning in 2020), and may be adjusted based on numerous factors including a change in an executive officer’s responsibilities, demonstrated performance, or relevant market data.

•~~The annual adjustment effective January 1, 2020 was 6 percent for all NEOs, which was cumulative for two years as no adjustment was made in 2019 under the previous triennial review policy.~~

•~~The annual adjustment effective January 1, 2021 was 5 percent for the CEO and 3.8 percent for the other NEOs.~~

~~Annual Cash~~
~~Incentives~~
Performance

•~~Annual cash incentives are intended to motivate and reward executives for the achievement~~

Peer Rating

Percent of ~~certain financial goals as compared to internal and external standards.~~

•In 2020, our annual incentives were based on: (1) the Company’s net profit; and (2) the Company’s performance relative to our peer group based on return on average equity, efficiency ratio, and Texas ratio.

•~~No changes have been made to the maximum eligible amount of annual cash bonus for 2020 or 2021, which has been 60 percent of base salary for several years.~~

Salary

~~Long-Term~~
~~Equity Incentives~~
Maximum

•~~Long-term equity awards incentivize executives to deliver long-term value, while also providing a retention vehicle for our executives.~~At/above 75th percentile

60%

Target

•~~In 2020, we granted executives restricted stock units (“RSUs”) that vest ratably over five years.~~50th percentile

40%

Threshold

•~~The total number of awards granted to each of the NEOs in 2020 remained the same as the prior year.~~25th percentile

20%

•Beginning with the 2021 grants, 50 percent of each NEO’s RSU award is subject to performance-based vesting and 50 percent is subject to time-based vesting. Following the date of vesting, 50 percent of the settled shares will be subject to a one-year holding period requirement.Below 25th percentile

~~Coronavirus Disease 2019~~•If our ranking in the peer group falls between threshold and maximum level performance, our NEOs will be eligible for a proportional cash bonus based upon linear interpolation.

•The ~~Coronavirus Disease 2019 (“COVID-19”) pandemic significantly impacted our Company throughout 2020. The NEOs have proactively navigated~~nonperforming assets ratio performance metric is measured by comparing the business disruptions, employee and customer safety, government financial aid packages for customers, customer loan accommodations and credit risks. The Board did not hold any special meetings related to COVID-19 matters. COVID-19 matters were addressed in regularly scheduled Board and committee meetingsaverage of the four fiscal quarter-ending ratios of the Company to the average of the four fiscal quarter-ending ratios of the peer group.

Long-Term Equity Incentive Opportunities

•Long-term equity awards incentivize executives to deliver long-term value, while also providing a retention vehicle for our executives.

•50 percent of the NEO’s restricted stock unit (“RSU”) awards are subject to performance-based vesting and ~~board and committee meetings~~50 percent are subject to time-based vesting. Following the date of ~~West Bank.~~

~~Because~~vesting, 50 percent of ~~our strong performance against these unprecedented circumstances,~~ the covered shares will be subject to a three-year holding period requirement. The Compensation Committee ~~made no adjustment~~expects future awards to have a similar structure.

•The time-based RSUs (the “Time RSUs”) vest ratably over five years. The performance-based RSUs (the “Performance RSUs”) cliff vest at the end of a three-year performance period based on the Company’s relative performance to the identified peer group with respect to its return on average equity, efficiency ratio and total nonperforming assets ratio, with each equally weighted.

•The total number of RSUs granted to Messrs. Nelson, Olafson, and Winterbottom in 2022 was 15,000 each, the same as the prior year. In each case, 7,500 are Time RSUs and 7,500 are Performance RSUs. The total number of RSUs granted to Ms. Funk and Mr. Peters in 2022 was 12,000. In each case, 6,000 are Time RSUs and 6,000 are Performance RSUs.

•RSUs granted to our executive compensation programs for 2020, with the exception of the annual cash bonus as discussed further in the “Elements of Compensation - Annual Cash Incentive” section of this proxy statement. There are no current plans for any changes in 2021 as a result of COVID-19. On a Company-wide basis, there have been no salary reductionsNEOs do not pay or ~~modifications to non-NEO bonus plans. All compensation plans have remained unaltered~~accrue dividends, or dividend equivalents, during the ~~COVID-19 pandemic. Certain non-NEO employees who were instrumental in successfully navigating the Paycheck Protection Program were rewarded with one-time bonuses paid in 2020.~~applicable vesting periods.

2023 Proxy Statement | 27

Pay Mix

Consistent with our philosophy of aligning executive pay with the short- and long-term performance of the Company, the elements of our executive compensation program evolve and are adjusted over time to support the business goals of the Company and West Bank, and to align the interests of executive management with the interests of our stockholders. To achieve these objectives, the Compensation Committee utilized the primary compensation elements — base salary, annual cash ~~incentives,~~incentive opportunities and long-term equity incentive opportunities — to provide balanced pay packages ~~for~~to our executives. As demonstrated in the following chart, we compensated our NEOs in ~~2020~~2022 with a mix of fixed and variable short- and long-term pay elements, with a significant amount of ~~compensation at-risk.~~performance-based and at-risk compensation.

~~2020~~Our Compensation Philosophy and Best Practices

Our pay-for-performance philosophy and compensation practices provide an appropriate risk-managed framework in which our executives are encouraged to achieve our strategic goals without excessive risk taking in their business decisions. We ~~adhered~~adhere to several best practices for executive compensation, ~~throughout 2020,~~ including:


What We Do						What We Do Not Do
ü Strong emphasis on pay for performance						ü No perquisites for executives
ü Maintain rigorous stock ownership guidelines						ü No golden parachute tax gross-ups
ü Engage independent compensation consultants						ü No hedging or pledging of Company stock
ü Annual outreach with our institutional stockholders						ü No dividends paid or accumulated on unvested RSUs
ü Annual say-on-pay vote						ü No single-trigger cash or equity payments in the event of a
ü Clawback policy for ~~annual and long-term incentives~~incentive compensation						change in control
ü ~~Five-year vesting~~ 50 percent performance-based equity awards for NEOs
ü 3-year holding period ~~for time-based equity awards~~on vested RSUs

~~2020 Compensation, Financial and Operational Highlights~~

~~In 2020, our Compensation Committee took thoughtful and deliberate actions that were appropriate for our business and stockholders. Some of the highlights of the past year include:~~


•~~Base salaries are now reviewed and subject to adjustment annually. Prior to 2020, salaries had been reviewed and adjusted triennially.~~ •Performance criteria for annual bonus compensation now include three financial measures: return on average equity, efficiency ratio and Texas ratio. Prior to 2020, the Company considered four financial performance measures. Based upon the recommendation of the independent compensation consultant, the Company removed return on average assets from the applicable measures because the Company determined that only one profitability measurement is necessary. •We significantly adjusted our peer group for 2020 pay decisions based on the recommendation of the independent compensation consultant. The new peer group includes 21 financial institutions that were selected based upon market capitalization, asset size and employee headcount.

The Company’s financial performance in 2020 remained robust despite the challenges presented by COVID-19. The Company reported record net income in 2020 while facing pressure on loan and investment yields, credit risk uncertainties and significant provisions to the allowance for loan losses.

In response to the COVID-19 pandemic, the Company made many operational adjustments to protect the health and safety of its customers and employees. Among them were: (1) converting to an appointment-only operating model during the first several months of the pandemic; (2) promoting the use of online, mobile and contactless transaction options for customer banking activities; (3) providing remote access capabilities for nearly 70 percent of our workforce; and (4) implementing cleaning and safety protocols recommended by governmental health departments. West Bank has never been closed for business during COVID-19 and successfully adjusted its operations to handle, among other challenges, the unprecedented volume of activity related to loan accommodations and lending under the Paycheck Protection Program.

As of December 31, 2020, the Company’s Texas ratio increased to 6.4 percent. The Texas ratio is total nonperforming assets divided by tangible common equity plus the allowance for loan losses. One borrower, which had been on the watch list since 2015, was further downgraded to substandard and put on nonaccrual status in 2020 as a result of additional financial distress experienced by the borrower due to the impact of COVID-19 restrictions and shutdowns. This single borrower makes up 98 percent of nonperforming loans used in calculating the Texas ratio.

~~The charts below illustrate the three-year history of the key financial measures used in evaluating the Company’s performance relative to our peer group.~~

~~Stockholder Outreach~~

In 2019, the Company began to actively engage with our stockholders to solicit feedback on our executive compensation program. Specifically, in 2019, we reached out to our largest institutional stockholders, who together held over 31 percent of our outstanding shares. Although over 95 percent of our stockholders voted in favor of our executive compensation program for 2019 at our 2020 annual meeting, the Company has continued this outreach in 2020 and engaged with several of our institutional stockholders who together hold over 13 percent of our outstanding shares. Some institutional stockholders did not feel the need to have a discussion this year because they had no concerns with our executive compensation programs and were satisfied with our direction.

A combination of the Chair of the Board, Chair of the Compensation Committee and Director of Human Resources participated in these stockholder discussions. The Company representatives explained our compensation philosophy, and our institutional stockholders shared their views of our executive compensation program. The Compensation Committee found the feedback offered during these outreach efforts constructive and insightful. This feedback helped inform the Compensation Committee’s evaluation and decision making related to the current compensation program and modifications to the program on a “go-forward” basis.

The feedback received in 2020 was favorable regarding the changes made to executive compensation in 2020 in direct response to stockholder comments in 2019. Those changes included the annual review and adjustment to base salaries starting in 2020 and the addition of performance-based vesting conditions to RSU grants to our NEOs starting in 2021.

~~Our Compensation Philosophy~~

Put simply, our human resource philosophy is to have fewer people than our peers but to pay our people ~~well.~~well for their performance. Our business model allows us to operate with fewer employees than the typical commercial bank of our size because we emphasize teamwork and sound practices and focus on business banking. Because we have fewer people, we need to have the right people and ensure that we offer what we consider to be above average pay in exchange for above average performance. In addition to attracting and retaining what we believe is superior talent, our approach also produces longevity in our workforce. The average tenure of our employees is over nine years.

This philosophy extends tothroughout the Company and includes our NEOs. The Company currently has ~~four NEOs.~~five executive officers. To succeed with an atypically small team, our CEO leads and fosters a team approach with the ~~three~~ non-CEO members of our executive management team who bring a diverse array of experience, expertise and backgrounds. Because of this team strategy, compensation for each of our non-CEO NEOs is ~~identical.~~historically similar. This approach has consistently proven to produce a winning teamwork structure for the Company and our stockholders.

~~The Company~~We also ~~believes~~believe in evaluating performance relative to our peer group and implementing performance considerations into our compensation decisions. Rather than setting absolute goals that can be manipulated and may lead to inappropriate risk taking, we emphasize sound behaviors that will lead to long-term ~~success.~~success that is better than our peers. For example, we encourage growth by requiring that our bankers ~~set~~focus on relationship building by continuously setting appointments for sales calls and ~~stay~~staying in regular contact with our customers. This has proven ~~successful:~~successful, as over the last decade, our loan portfolio has grown by approximately ~~$1.4~~$1.8 billion, or nearly 1620 percent on an average annual basis. None of this growth ~~has been due to~~came from business acquisitions.

2023 Proxy Statement | 28

As we strive to grow, we avoid setting ~~concrete~~absolute goals of attaining a certain size by a certain time. Instead, we focus on relative metrics such as credit quality, which we believe is more important than the growth of the loan portfolio. We also look at return on average equity and efficiency ratio metrics, each on a relative basis to those of our peer group. We believe that our emphasis on attracting, retaining and appropriately motivating a well-paid team of superior talent, facilitating strong working relationships in that team and evaluating performance appropriately has produced our consistently strong financial results. The Compensation Committee remains committed to continuing our practice of incentivizing and encouraging the pursuit of excellence through our executive compensation program.

Our Compensation Review Process

Role of Compensation Committee

Our Compensation Committee is composed entirely of independent directors. It is fully responsible for our executive compensation program and reviews the program on at least an annual basis. The Compensation Committee ~~also~~ has broad discretion when overseeing and reviewing each element of compensation. When reviewing compensation and making compensation decisions, the Compensation Committee considers the respective responsibilities of each NEO, ~~his~~their performance and experience and also competitive compensation levels based on information and data provided by our independent compensation consultant. In setting compensation levels and incentive goals, the Compensation Committee also reviews our financial results relative to our peer group, and it structures our compensation programs taking into account sound risk management and industry best practices.

The Compensation Committee’s primary considerations for executive compensation decisions are:

•Key financial measurements;

•Strategic initiatives related to our business;

•Compensation of peer group executives; and

•Proper risk management.

Role of Executive Officers in Compensation Decisions

As requested by the Compensation Committee, some members of management support the Compensation Committee’s review and consideration of executive compensation by providing information for the Compensation Committee’s review. In particular, the CEO provides recommendations with respect to the other ~~named executive officers.~~NEOs. Such recommendations from the CEO address, among other items, financial results and analysis, performance evaluations, compensation provided to our ~~named executive officers~~NEOs (other than the CEO), technical and regulatory considerations and input on program design and possible modifications.

The Compensation Committee has final discretion over all compensation decisions regarding the CEO and each of the other NEOs. The Compensation Committee discusses the CEO’s recommendations and accepts or adjusts them based upon its own assessment of Company strategic goals, executive responsibilities, internal pay equity and its independent review of market data. The CEO is not involved in discussions or determinations relating to his own compensation, and the executive officers are not present during the Compensation Committee’s final discussion and determination of the types and amounts of compensation to be paid.

Role of Compensation Consultant

Under its charter, the Compensation Committee has the sole authority to select, retain, or replace compensation advisors. The Compensation Committee has historically engaged a compensation consultant to provide independent, objective analyses and professional opinions about executive and director compensation matters. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to recruit and retain qualified executives, aids the Compensation Committee in aligning executives’ interests with those of our stockholders and ensures that our executive compensation program appropriately motivates and rewards ongoing achievement of business goals.

The Compensation Committee engaged McLagan, a highly specialized, industry-focused team within Aon PLC’s Human Capital Solutions business, as its independent compensation consultant in ~~2020.~~2022. McLagan reports directly to the Chair of the Compensation Committee. McLagan provides input on marketplace trends and best practices relating to competitive pay levels, as well as developments in regulatory and technical ~~matters.~~matters, assists the Company in preparing this proxy statement, and otherwise provides no other services to the Company.

2023 Proxy Statement | 29

The Compensation Committee reviewed McLagan’s independence as contemplated by the Compensation Committee’s charter and applicable Nasdaq rules and determined that there were no conflicts of interest and that McLagan is independent from the Company, the Compensation Committee members and our executive officers. McLagan was engaged to:

•~~make~~Make recommendations for the composition of the Company’s peer group;

•~~provide~~Provide a study of director and executive officer compensation;

•~~provide~~Provide input on marketplace trends and best practices relating to competitive pay levels;

•~~provide~~Provide analysis and commentary on regulatory developments;

•Provide proxy statement support; and

•~~provide guidance~~Provide technical support with regard to calculations for ~~our stockholder outreach program.~~RSU usage and expense considerations.

~~McLagan also provided guidance and support regarding the West Bancorporation, Inc. 2021 Equity Incentive Plan (the “2021 Equity Plan”).~~

Use of Peer Group

Market pay practices are one of many factors we consider in setting executive pay levels and designing compensation programs. The Compensation Committee uses our compensation peer group as one data point when setting executive pay packages. Although useful as a reference, the Compensation Committee does not target any particular percentile or range within this peer group as a specific objective. Instead, our compensation decisions are based on the full consideration of many factors, including, but not limited to, individual and Company performance, market data, internal equity, experience, strategic needs and responsibilities.

~~The Company’s~~For compensation decisions for fiscal year 2022, the following 19 companies were selected as our peer group, ~~for 2020 was~~as recommended by ~~McLagan and approved by the Compensation Committee.~~McLagan. The peer group was selected based on market capitalization, asset size and employee headcount. ~~For compensation decisions for fiscal year 2020,~~This is the ~~following 21 companies were selected as our peer group. No changes were made to this~~same peer group used in 2021, except for ~~2021.~~the removal of Level One Bancorp, Inc. following its acquisition by First Merchants Corp.


2022 Peer Group
Bank First Corporation	~~First Financial Corp.~~	~~Macatawa Bank Corporation~~
~~Civista Bancshares, Inc.~~	~~First Mid Bancshares, Inc.~~	~~Mackinac Financial Corporation~~
~~CrossFirst Bankshares, Inc.~~	~~German American Bancorp, Inc.~~	~~Mercantile Bank Corporation~~
~~Equity Bancshares, Inc.~~	~~Hills Bancorporation~~	~~MidWestOne Financial Group, Inc.~~
~~Farmers National Banc Corp.~~	~~Isabella Bank Corporation~~	~~Nicolet Bankshares, Inc.~~
~~Farmers & Merchants Bancorp~~	~~LCNB Corp.~~	~~Peoples Bancorp, Inc.~~
First Business Financial Services, Inc.	~~Level One~~Macatawa Bank Corporation
Civista Bancshares, Inc.	First Financial Corp.	Mercantile Bank Corporation
CrossFirst Bankshares, Inc.	First Mid Bancshares, Inc.	MidWestOne Financial Group, Inc.
Equity Bancshares, Inc.	German American Bancorp, Inc.	Nicolet Bankshares, Inc.
Farmers National Banc Corp.	Hills Bancorporation	Peoples Bancorp, Inc.
Farmers & Merchants Bancorp	Isabella Bank Corporation	Southern Missouri Bancorp, Inc.
	LCNB Corp.

For compensation decisions for fiscal year 2023, the following 22 companies were selected as our peer group, as recommended by McLagan. The peer group was selected based on asset size ($1.75 billion to $7 billion based on 2021 fiscal year end assets), geographic considerations and business model. Three new companies were added to the peer group for 2023: HBT Financial Inc., Bridgewater Bancshares Inc., and ChoiceOne Financial Services.


2023 Peer Group
Bank First Corporation	Farmers & Merchants Bancorp	LCNB Corp.
Bridgewater Bancshares, Inc.	First Business Financial Services, Inc.	Macatawa Bank Corporation
ChoiceOne Financial Services, Inc.	First Financial Corp.	Mercantile Bank Corporation
Civista Bancshares, Inc.	First Mid Bancshares, Inc.	MidWestOne Financial Group, Inc.
CrossFirst Bankshares, Inc.	German American Bancorp, Inc.	Nicolet Bankshares, Inc.
Equity Bancshares, Inc.	HBT Financial, Inc.	Peoples Bancorp, Inc.
Farmers National Banc Corp.	Hills Bancorporation	Southern Missouri Bancorp, Inc.
	Isabella Bank Corporation

2023 Proxy Statement | 30

Elements of Compensation

Our executive compensation program consists of several elements, each with a distinct objective that helps our overall program provide an integrated and competitive total pay package. The following overview explains the structure and rationale of the elements in our executive compensation program for ~~2020.~~2022. The principal elements consist of base salary, annual cash ~~incentives,~~incentive opportunities and long-term equity ~~incentives,~~incentive opportunities, each of which is provided pursuant to the terms of an employment agreement between the Company and ~~the~~each NEO. A discussion of the terms of these agreements is contained in this proxy statement under the heading “Potential Payments upon Termination or Change in Control.”

Base Salary

We compensate our NEOs with annual base salaries to provide a reasonable level of fixed income relative to their respective levels of responsibility. We want our base salaries to be competitive and commensurate with each NEO’s experience and knowledge.

As provided in our employment agreements with the NEOs, base salaries are established and eligible for review and possible upward adjustment on an annual basis. Up to and including 2019, it was our practice to make any adjustments on a triennial basis. Beginning in 2020, based upon the recommendation of our independent compensation consultant, base salaries are reviewed and may be adjusted on an annual basis to conform with common practice in the marketplace. We anticipate this change will lead to more consistent adjustments from year-to-year.

Based on the prior practice, salaries were last adjusted in 2018. When reviewing salaries in 2019, the Compensation Committee considered criteria that included the level of responsibility for the position, internal pay equity with other positions, and base salaries for similar positions within our peer group. Based on these factors and our new practice, we increased NEO salaries by 6 percent effective January 1, 2020, reflecting a two-year adjustment. For 2021, the Compensation Committee approved a base salary increase of 5 percent for the CEO, and a 3.8 percent increase for the other NEOs.

Annual Cash Incentive Opportunities

Annual cash ~~incentives~~incentive opportunities are an important element of total compensation for our NEOs. By tying a meaningful portion of cash compensation to achievement of objectively measured financial results for the year, annual cash bonus opportunities support and encourage the achievement of the Company’s business goals and strategies and lead to increased value for our stockholders.

Our executive employment agreements provide for participation in the Company’s annual incentive plan. Thereunder, each NEO is eligible for a cash bonus as a percentage of his or her annual base salary, based upon the achievement of performance measures described below. Our plan caps maximum bonus opportunities to avoid encouraging excessive risk-taking and to avoid any focus on maximizing short-term results at the expense of long-term soundness. The plan also requires positive Company earnings in order for any bonuses to be paid.

The amount of any annual bonus actually earned is determined based upon quantitative and qualitative analyses of Company performance completed by the Compensation Committee. The quantitative analysis examines the Company’s performance relative to our peer group with respect to three key financial measures. The qualitative analysis considers any items deemed relevant by the Compensation Committee, including, for example, regulatory actions, if any, and Company ~~profitability.~~profitability and credit quality. Based on the qualitative analysis, the Compensation Committee may increase or decrease the bonus amounts indicated from the quantitative peer group comparison. The calculation and adjustment of bonuses ~~rests~~rest within the Compensation Committee’s sole discretion, and its determinations about bonuses are final.

The quantitative analysis has two parts:

(1)the Company’s net profit; and

(2)the Company’s performance relative to our peer group, based on three key metrics (equally weighted):

a.return on average equity;

b.efficiency ratio; and

c.~~Texas~~total nonperforming assets to total assets ratio.

Each ratio is defined in Item 7 of our Annual Report on Form 10-K. The Compensation Committee selected these measures because they encompass important aspects of our financial performance: earnings, capital levels, expense control and asset quality. ~~Prior~~The nonperforming assets to ~~2020,~~total assets ratio performance metric is measured by comparing the average of the four fiscal quarter-ending ratios of the Company ~~considered~~to the average of the four ~~financial~~fiscal quarter-ending ratios of the peer group.

For performance ~~measures. Based upon McLagan’s recommendation,~~periods prior to 2022, the Company ~~removed return on average~~utilized the Texas ratio as a performance criterion for annual bonus calculations and Performance RSU vesting. The Texas ratio was replaced with the total nonperforming assets ~~from~~to total assets ratio for the ~~applicable measures because~~2022 annual bonus calculation. While this new criterion also addresses an important qualitative measure of the ~~Company determined that only one profitability measurement~~Company’s assets, it is ~~necessary.~~more commonly reported by the Company’s peer group members than the Texas ratio. The Compensation Committee expects future bonus and Performance RSU grants to include the total nonperforming assets to total assets ratio.

2023 Proxy Statement | 31

Based on our ranking among our peers in each of these key metrics, our NEOs are eligible for a cash bonus payment equal to a percentage of salary, according to the following schedule, which remains unchanged from the prior year:

Performance

Peer Rating

Percent of Salary

Maximum

At/above 75th percentile

60%

Target

50th percentile

40%

Threshold

25th percentile

20%

Below 25th percentile

If our ranking in the peer group falls between Threshold and Maximum, our NEOs will be eligible for a proportional cash bonus based upon linear interpolation. Reflecting our team approach to management,For 2022 all NEOs share the same incentive opportunities relative to salary.

~~Based on September 30, 2020 data, we anticipate that the~~The Company’s financial results for ~~all of 2020 will be at or~~2022 were above the 75th percentile of our peer group for ~~all of 2020 for~~ each of the performance ~~measures except the Texas ratio. As a result, these preliminary results~~measures. For 2022, each of the ~~quantitative portion of the annual incentive bonus determination indicate that our~~ NEOs would be eligible to receive a cash bonus amount equal to 53.3 percent of each NEO’s base salary. At its meeting in January 2021, the Compensation Committee discussed and approved an adjustment to the Texas ratio used in the annual incentive bonus calculation to exclude the impact of a single borrower that was added to nonperforming loans in 2020. The borrower experienced a severe detrimental impact on its business directly due to the COVID-19 pandemic and was ineligible for a Paycheck Protection Program loan in 2020. Management has worked closely with the borrower and afforded payment accommodations that have been encouraged by banking regulators. The Compensation Committee determined that the Texas ratio at one point in time during unprecedented economic circumstances does not fairly represent the overall performance of the Company for 2020 and as a result approved removing the impact of this one customer loan from the calculation of the Texas ratio for 2020. The Compensation Committee also considered the overall financial performance of the Company and the NEOs leadership during the unprecedented circumstances created by the COVID-19 pandemic in making this decision. As a result of this qualitative adjustment, we believe the NEOs will be eligible to receivereceived a cash bonus amount equal to 60 percent of ~~each NEO’s~~their base salary, based on September 30, 2020 data. The estimated bonuses would have been 53.3 percent without this change. The additional bonus anticipated to be paid as a result of this change is included in the column titled “Bonus” in the Summary Compensation Table in this proxy statement. The final cash bonus amounts will be determined by the Compensation Committee when all peer group institutions report their financial results for 2020. Please see the Summary Compensation Table for the anticipated cash bonus amount for each NEO.salary.

Long-Term Equity ~~Incentives~~Incentive Opportunities

Equity compensation is the third primary element of compensation for our ~~named executive officers.~~NEOs. The purpose of annual equity grants is to provide long-term incentives that align with stockholder interests, tie pay to performance, provide a long-term planning horizon, mitigate adverse risk taking and attract and retain key employees.

The employment agreements with our NEOs generally provide for participation in the Company’s equity incentive plan then in effect. Equity awards ~~are currently~~made prior to April 2021 were made under our 2017 Equity Incentive Plan (the “2017 Equity Plan”), which was adopted by our Board and approved by our stockholders in 2017. IfIn April 2021, our stockholders ~~approve~~approved the 2021 Equity Incentive Plan (“2021 Equity Plan”) and upon such approval the 2017 Equity Plan ~~will be~~was frozen with respect to future grants. The ~~2017~~2021 Equity Plan was designed to promote the Company’s long-term financial success by providing a means to attract, retain and reward individuals who can and do contribute to such success and to further align their interests with those of the Company’s stockholders. Awards vest, become exercisable and contain such other terms and conditions as determined by the Compensation Committee and set forth in individual agreements with the participants receiving the awards. As of December 31, ~~2020,~~2022, there were ~~338,035~~442,643 remaining shares available for issuance under the ~~2017~~2021 Equity ~~Plan, and following~~Plan. The RSU awards granted to our ~~January~~NEOs in 2022 were made under the 2021 ~~grants to employees, there were 196,535 shares remaining.~~Equity Plan.

~~In recent years, it has been the Company’s practice to grant awards in the form of RSUs that vest in annual installments tied to continued service over five years.~~ Pursuant to the terms of the 2017 Equity Plan and 2021 Equity Plan, and the award agreements governing the terms of the awards thereunder, unvested awards are forfeited upon early termination, other than a termination in connection with a change in control or due to the NEO’s death, disability or retirement. Outstanding RSUs do not pay or accumulate dividend equivalents during the applicable vesting periods. In addition, the award agreements contain standard confidentiality and non-solicitation covenants for periods following termination of employment. Accordingly, the structure of our equity awards provides a retention incentive and provides important protections for the Company and our stockholders.

~~In March 2020,~~Prior to 2021 it was the ~~Compensation Committee granted 15,000~~Company’s practice to grant awards solely in the form of RSUs that vest in annual installments tied to each of our named executive officers, a number identical to the awards granted in 2019. The value of the awards granted in 2020 were $69,232 less than the value of the 2019 awards for each NEO because of the difference in stock prices at grant dates.

continued service over five years. In response to feedback received during our stockholder outreach in 2019 and 2020, the Compensation Committee adopted performance-based vesting for 50 percent of the customary RSU awards made to each of the NEOs, starting with our 2021 grants. ~~The RSU awards granted to our NEOs~~

In light of the Company’s outstanding performance in ~~January~~ 2021, ~~were made under the 2017 Equity Plan. If approved by our stockholders, future awards will be made under the 2021 Equity Plan. For the RSU awards made to the NEOs in January 2021,~~including record net income, the Compensation Committee ~~approved~~decided that, in addition to the 2021 annual cash incentive payments received by our then NEOs, it was proper to make one-time restricted stock unit awards with a grant date value of $50,000 to each of the then NEOs. Accordingly, in January 2022, Messrs. Nelson, Olafson, Winterbottom and Peters, each received a one-time special grant of 1,804 Time RSUs, which vested on March 25, 2022 and are subject to a retention requirement such that 50 percent of the ~~award~~covered shares must be retained for a period of three years following the vesting date.

In March 2022, Messrs. Nelson, Olafson and Winterbottom were each granted 7,500 Time RSUs and 7,500 Performance RSUs. Ms. Funk and Mr. Peters were each granted 6,000 Time RSUs and 6,000 Performance RSUs. Each of the awards will be subject to ~~be time-based, with ratable vesting over five years, and~~a retention requirement such that 50 percent of the ~~award to~~covered shares must be ~~performance-based, with cliff vesting at the end~~retained for a period of three years following the vesting date. The Time RSUs are scheduled to vest in ~~accordance~~five equal annual installments, on March 25 of 2023, 2024, 2025, 2026 and 2027.

2023 Proxy Statement | 32

The Performance RSUs are scheduled to vest on March 25, 2025, based on the relative financial performance of the Company to the identified peer group during a three-year performance period consisting of the Company’s 2022, 2023 and 2024 fiscal years (the “Performance Period”). The Performance RSUs are subject to three performance targets, each of which is to be weighted equally, and (i) with respect to ROE, calculated as an average of each of the ~~performance criteria set at the time of grant. The performance criteria include~~ three ~~metrics; return on average equity,~~year-end results; (ii) with respect to efficiency ratio calculated as an average of each of the three year-end results; and (iii) with respect to nonperforming assets to total assets ratio, calculated as an average of each of the ~~Texas ratio. These performance metrics will be measured against a peer group established on the grant date and defined as~~twelve quarterly results. Each of these ratios is compared to those of the companies in the SNL Small Cap US Bank ~~index. Under both the service vesting and performance vesting awards granted to our NEOs in 2021, 50 percent~~Index (“Performance RSU Peer Group”) as of the ~~settled~~grant date. The Performance RSU Peer Group is “frozen” as of the grant date. Companies may drop out (but may not be added) if financial information becomes unavailable prior to the conclusion of the Performance Period.

These three measures are commonly utilized by banking organizations as reflective of important aspects of their overall financial performance. For the Performance Period, the maximum number of shares ~~will~~of 7,500 (for Messrs. Nelson, Olafson and Winterbottom) or 6,000 shares (for Ms. Funk or Mr. Peters) would be issued on March 25, 2025 for each of the participants if the Company achieves the 75th percentile performance on all three performance measures over the Performance Period. Up to one-third of the maximum number of RSUs subject to the award may be earned for achievement of a given performance metric. None of the Performance RSUs subject to a ~~one-year holding period requirement from~~metric will be earned if performance is below threshold level, while approximately 33 percent will be earned for threshold level performance, approximately 67 percent will be earned for target level performance, and 100 percent will be earned for maximum level performance (or above). Performance between the ~~date~~threshold and maximum levels will earn a number of ~~vesting. The holding period may lapse early~~RSUs based on linear interpolation.

Performance Criteria and Goals for Performance RSUs

Performance Measure

Performance RSUs Subject to Performance Measure

Threshold Goal

Target Goal

Maximum Goal

Return on Average Equity

1/3 of RSUs

25th Percentile

50th Percentile

75th Percentile

Efficiency Ratio

1/3 of RSUs

25th Percentile

50th Percentile

75th Percentile

Total Nonperforming Assets to Total Assets Ratio

1/3 of RSUs

25th Percentile

50th Percentile

75th Percentile


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

Upon the conclusion of the Performance Period, the performance of the Company and each member of the Performance RSU Peer Group will be calculated for each of the three metrics identified above, (i) with respect to ROE, as an average of each of the three year-end results; (ii) with respect to efficiency ratio, as an average of each of the three year-end results; and (iii) with respect to total nonperforming assets to total assets ratio, as an average of each of the twelve quarterly results. Based upon ~~a termination due~~such calculations, the Company’s percentile relative to the ~~NEO’s disability or death, or upon a change in control of the Company.~~Peer Group will be determined. The Compensation Committee expects future awards to NEOs to have a similar structure.

For performance periods prior to 2022, the Company utilized the Texas ratio as a performance criterion for annual bonus calculations and Performance RSU vesting. The Texas ratio was replaced with the total nonperforming assets to total assets ratio for the 2022 Performance RSU grants. While this new criterion also addresses an important qualitative measure of the Company’s assets, it is more commonly reported by the Company’s peer group members than the Texas ratio. The Compensation Committee expects future bonus and Performance RSU grants to include the total nonperforming assets to total assets ratio.

2023 Proxy Statement | 33

Deferred Compensation Plan

Our NEOs are eligible to participate in the West Bancorporation, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan was adopted effective January 1, 2013, to provide key individuals, including our ~~nonemployee~~non-employee directors and the NEOs, with additional deferral opportunities in planning for retirement. The Deferred Compensation Plan is an unfunded, nonqualified deferred compensation plan that provides an opportunity for eligible participants to voluntarily defer receipt of a portion of their cash compensation. Though permitted under the plan document, the Company has not made any matching or discretionary Company contributions into the Deferred Compensation Plan on behalf of any of our NEOs. Pursuant to the terms of the Deferred Compensation Plan, the Compensation Committee has set the crediting rate equal to the prime rate, adjusted each January 1, on any amounts voluntarily deferred by plan participants. The crediting rate ~~was 4.75 percent in 2020~~utilized under the plan is notionally based upon the prime rate and iswas 3.25 percent for ~~2021.~~2022 and 7.50 percent for 2023. Our CEO isand two other NEOs currently ~~participating~~participate in the Deferred Compensation Plan. ~~No other NEOs and none~~None of our ~~nonemployee~~non-employee directors are currently participating in the Deferred Compensation Plan.

2023 Compensation Decisions

With the assistance of market research completed by McLagan, the Compensation Committee has approved changes to NEO compensation for 2023. Base salary for the CEO will increase 14.8 percent to $590,000. Messrs. Olafson, Winterbottom will each receive a base salary increase of 7.1 percent to $375,000, and Ms. Funk and Mr. Peters will each receive a base salary increase of 8.3 percent to $325,000. The CEO’s annual cash incentive opportunity will change to, as a percentage of base salary, 40 percent at threshold, 60 percent at target, 80 percent at maximum performance. The annual cash incentive opportunity will not change for the non-CEO NEOs in 2023. The CEO’s long-term equity award is expected to increase to 8,500 Performance RSUs and 8,500 Time RSUs. The non-CEO NEOs’ long-term equity awards are expected to be 7,500 Performance RSUs and 7,500 Time RSUs, which is an increase for Ms. Funk and Mr. Peters.

Employment Agreements

The Company has employment agreements with certain of its executives, including each NEO, that provide the NEOs with certain severance benefits, as described in this proxy statement under the heading “Potential Payments upon Termination or Change in Control.” The Compensation Committee believes these severance benefits reflect market levels of benefits when they were negotiated and represent fair and appropriate consideration for the executive’s agreement to the post-termination restrictive covenants. The Company believes that the protections afforded by the agreements are a valuable incentive for attracting and retaining top executives. The Company also believes that in the event of an extraordinary corporate transaction, the agreements could prove important to the Company’s ability to retain top management through the transaction process and to provide motivation to the executives to act in the best interests of the Company and its stockholders before, during and after the transaction.

Perquisites, Retirement and Other Benefits

As a best practice, we have generally avoided the use of perquisites and other types of benefits for executives, emphasizing instead compensation tied to performance. ~~Therefore, in 2020,~~In 2022, none of the NEOs received any perquisites. Our ~~named executive officers~~NEOs participate in our broad-based employee benefit programs, such as medical, dental, disability and life insurance coverage, on the same terms as other eligible employees.

Our NEOs are also eligible to participate in our 401(k) retirement plan on the same terms as other eligible employees. During ~~2020,~~2022, the Company made a 100 percent Company matching contribution for participant deferrals into the 401(k) retirement plan, up to a maximum of six percent of a participant’s pay. In addition, for ~~2020,~~2022, the Company made an additional discretionary Company contribution into the 401(k) retirement plan of four percent of a participant’s pay. The Company’s contributions, in each case, were subject to applicable IRS limitations.

All employees of West Bank, including our NEOs, are eligible to receive a discretionary annual holiday bonus paid as a percentage of annual salary. Our ~~named executive officers~~NEOs participate in the holiday bonus program on the same terms as our other employees. In ~~2020,~~2022, as in prior years, this discretionary bonus was equal to two percent of base salary.

2023 Proxy Statement | 34

NEOs

Vice Presidents
and Above

Full-Time
Employees

Health Plans

Life and Disability Insurance

Medical/Dental/Vision Plans

Retirement Plans

401(k) Plan/Profit Sharing

Deferred Compensation Plan

As Determined by Compensation Committee

Not Offered

Other

Country Club Membership

Not Offered

As Duties Require

Not Offered

Holiday Bonus

Regulatory Considerations

As a publicly traded financial institution, the Company must comply with multiple layers of regulations when considering and implementing compensation decisions. Although these regulations do not set specific parameters within which compensation decisions must be made, they do require that the Company and the Compensation Committee be mindful of the risks associated with compensation programs designed to incentivize superior performance.

Under the FDIC’s 2015 Interagency Guidelines Establishing Standards for Safety and Soundness, excessive compensation is prohibited as an unsafe and unsound practice. When determining whether compensation is excessive, the FDIC has directed financial institutions to consider whether aggregate cash amounts paid or ~~noncash~~non-cash benefits provided to an employee are unreasonable or disproportionate to the services the employee performs. The Safety and Soundness standards set forth a framework within which financial institutions should evaluate an employee’s compensation, with factors including compensation history, internal pay equity and, if appropriate, comparable compensation practices at peer institutions. This framework also requires the Company to consider its overall financial condition.

Separately, the FDIC, the Federal Reserve, the Office of the Comptroller of the Currency and the Office of Thrift Supervision, together, issued the Guidance on Sound Incentive Compensation Policies, (the “Joint Guidance”) in 2010. The Joint Guidance complements the Safety and Soundness standards and establishes a framework within which financial institutions must assess the soundness of their incentive compensation plans, programs and arrangements. Because the Joint Guidance is limited to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to the financial institution, it is somewhat narrower in scope than the Safety and Soundness standards. With respect to those individuals to which it applies, the Joint Guidance aims to ensure that any available incentive compensation arrangements appropriately balance risk and reward, are compatible with effective controls and risk management and have the support of strong corporate governance.

In addition to the foregoing, proposed rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that intend to implement further risk assessment guidelines and procedures may eventually be finalized by the financial institution regulatory agencies and the SEC. It is likely the Company will be subject to those further guidelines and procedures if and when they become finalized and effective. During 2011, the regulatory agencies issued initial proposed guidance with respect to the Dodd-Frank Act risk assessment guidelines and procedures, and they revised and re-proposed this guidance in 2016. Depending on whether and when the proposed rules are finalized, the earliest they would likely apply to the Company is for performance periods beginning on or after January 1, ~~2022.~~2023. In large part, any guidance under the Dodd-Frank Act would likely restate and codify the frameworks presently set forth in the Safety and Soundness standards and the Joint Guidance.

The Company is also subject to the SEC’s rules regarding risk assessment, which apply to all publicly traded companies. The SEC rules require the Company to determine whether any of its existing incentive compensation plans, programs or arrangements create risks that are reasonably likely to have a material adverse effect on the Company. Accordingly, the Company’s Compensation Committee completes a risk assessment of the Company’s compensation programs and components on an annual basis. The Committee has determined that the Company’s incentive compensation plans, programs and arrangements do not create risks that are reasonably likely to have a material adverse effect on the Company.

2023 Proxy Statement | 35

The Compensation Committee believes that its regular, overall assessment of the compensation plans, programs and arrangements established for the Company’s ~~named executive officers~~NEOs includes a sensible, responsible approach toward balancing risks and rewarding reasonable, but not necessarily easily attainable, goals. The Committee annually revisits the frameworks set forth in the Safety and Soundness standards and the Joint Guidance, as both are effective parts of the Committee’s overall assessment of the balance between risk and reward in the Company’s compensation arrangements. In addition, the Committee continues to monitor the status of the proposed guidance under the Dodd-Frank Act and remains prepared to incorporate into its risk assessment procedures any new guidelines and procedures as may be necessary or appropriate.

Finally, when making decisions about executive compensation, the Company also considers the impact of other regulatory provisions, including: Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the tax deductibility of certain compensation; Section 409A of the Code regarding nonqualified deferred compensation; Section 280G of the Code regarding excise taxes and deduction limitations on golden parachute payments made in connection with a change in control; and the impact of FASB ASC Topic 718, which requires the Company to recognize the compensation cost of grants of equity awards based upon their grant date fair value.

Other Compensation and Governance Policies

Share Ownership and Retention Guidelines

We believe our NEOs and ~~nonemployee~~non-employee directors should have a significant equity interest in the Company. To promote equity ownership and align the interests of our executives and directors with those of our stockholders, we maintain the following share retention and ownership guidelines for our senior officers and directors.


CEO			3x base salary
Other NEOs or Executive Vice Presidents			3x base salary
~~Nonemployee~~Non-employee Directors			3x annual cash retainer

The ownership guidelines are the same for each executive, including the CEO, to reflect the same team approach applicable to other elements of our executive compensation program. Until the stock ownership guideline levels are met, executives and directors are expected to retain at least 50 percent of any applicable shares received (on a net after-tax basis) pursuant to our equity incentive plans. If an officer fails to satisfy the guidelines, 25 percent of such officer’s annual incentive bonus, if any, is paid in shares of Company stock until the ownership guideline is satisfied. A failure to satisfy the guidelines by a director is considered by the Nominating and Corporate Governance Committee when evaluating such director’s qualifications for nomination. These guidelines are subject to periodic review by the Compensation Committee, and compliance is monitored on an annual basis. The guidelines for ~~nonemployee~~non-employee directors include annual cash retainer fees received from both the Company and West Bank.

For purposes of compliance with these guidelines, share ownership includes shares owned outright by the individual or his or her immediate family members who share the same household, shares held by the individual in an IRA account, fully vested shares held by the individual under a Company retirement plan and RSUs (both vested and unvested) granted to the individual under any Company equity incentive plan.

As of December 31, ~~2020,~~2022, all of our NEOs and non-employee directors ~~currently~~ hold shares in excess of the requirements in the ~~guidelines.~~guidelines, with the exception of two non-employee directors who first became subject to the retention guidelines in 2021 and 2022, respectively, and one new NEO who first became subject to the retention guidelines in 2022. They are expected to make continuing progress towards compliance with the guidelines and until they individually reach the required minimums, they will each be required to retain at least 50 percent of any applicable shares received (on a net after-tax basis) pursuant to our equity incentive plans.

Clawback Policy

Effective as of January 27, 2021, the Company maintains a formal clawback policy which provides the Board with the authority to recover certain bonus or other incentive compensation (whether paid in cash or stock) paid to any NEO in appropriate circumstances where there has been a restatement of the Company’s financial statements filed with the SEC. While the Compensation Committee believes its risk assessment procedures are effective, it is prepared to implement any additional steps that may be deemed necessary to fully comply with the rules required to be issued under the Dodd-Frank Act, when finalized and ~~if promulgated.~~adopted by Nasdaq.

2023 Proxy Statement | 36

In addition to the formal clawback policy, in the event the Company is required to seek or demand recoupment of any payments made to our NEOs pursuant to law, our employment agreements provide for return of any severance-related payments upon request of the Company. Additionally, all equity awards granted under our 2017 Equity Plan and ~~going forward under~~ the 2021 Equity Plan, are ~~and will be,~~ subject to cancellation, recoupment, rescission or payback in accordance with applicable law.

Insider Trading Policy

The Company’s insider trading policy permits open market transactions in Company stock beginning the day after the second full trading day after quarterly earnings have been made public until the 10th day of the third month in the quarter. In addition, our NEOs may purchase Company stock through the 401(k) retirement plan. Changes to purchases under the 401(k) retirement plan may be made only during the period when open market transactions are permitted.

Anti-Hedging Policy

The Company’s insider trading policy prohibits all employees and directors from entering into any hedging transactions involving the Company’s stock.

Anti-Pledging Policy

The Company’s insider trading policy prohibits all ~~named executive officers~~NEOs and directors from keeping Company stock in a margin account. In addition, ~~named executive officers~~NEOs and directors may not pledge Company stock as collateral for a loan.

Acceleration of Equity Awards

Our award agreements under the 2017 Equity Plan and the 2021 Equity Plan utilize a “double trigger” approach to vesting upon a change in control, rather than a “single trigger” approach under which awards would vest solely upon a change in control. Under our double trigger approach, vesting of our time-based equity awards occurs upon a change in control only if the outstanding equity awards are not fully assumed by the acquiror, or if they are assumed but the participant is subsequently terminated without cause or resigns for good reason. With respect to the ~~performance-based~~Performance RSUs ~~to be~~ granted to our NEOs beginning in 2021, the awards ~~will~~ vest immediately in connection with a change in control based upon ~~Company~~the greater of actual performance through the date of ~~the~~a change in ~~control.~~control or target-level performance without proration. We believe this approach provides adequate employment protection while reducing, for our stockholders’ benefit, potential transaction costs associated with the ~~awards.~~awards, as compared to plans with single trigger acceleration upon a change in control.

No Tax Gross-Ups

Under Section 280G of the Code, an executive may be subject to excise taxes on certain benefits received in relation to a change in control of the Company. While some companies provide excise tax gross-ups to executives, to place the executive in the same tax position as if the excise tax did not apply, we do not believe it is necessary to provide this benefit to our executives. Our employment agreements with the NEOs therefore omit any provision for such a gross-up.

Compensation Committee Report

The Compensation Committee hereby states as follows:

•It has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management; and

•Based on the review and discussion referred to immediately above, it recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

The undersigned members of the Compensation Committee have submitted this report.

Steven K. Gaer, Chair

Michael J. Gerdin

Sean P. McMurray

Steven T. Schuler

2023 Proxy Statement | 37

Summary Compensation Table

Compensation earned for services rendered in the year ended December 31, ~~2020,~~2022, to our Chief Executive Officer and our other ~~named executive officers~~NEOs is provided in the following table. Compensation for ~~2019~~2021 and 2020 is also ~~presented for these individuals because they were named executive officers~~presented.


Name and Principal Positions	Year	Salary (1)	Bonus (2)	Stock Awards (3)	Non-Equity Incentive Plan Compensation (4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (5)	All Other Compensation (6)	Total
David D. Nelson	2022	$514,000	$10,280	$395,589	$308,400	$3,879	$30,500	$1,262,648
President and Chief Executive Officer of the Company and Chief Executive Officer of West Bank	2021	485,000	9,700	257,325	239,979	3,793	29,000	1,024,797
	2020	462,160	40,254	188,198	246,285	2,127	28,500	967,524


Jane M. Funk(7)	2022	$300,000	$6,000	$276,480	$180,000	$426	$30,000	$792,906
Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank




Harlee N. Olafson	2022	$350,000	$7,000	$395,589	$210,000	—	$30,500	$993,089
Executive Vice President and Chief Risk Officer of the Company and West Bank	2021	330,000	6,600	257,325	163,285	—	29,000	786,210
	2020	318,000	27,698	188,198	169,462	—	28,500	731,858


Brad L. Winterbottom	2022	$350,000	$7,000	$395,589	$210,000	—	$30,500	$993,089
Executive Vice President of the Company and President of West Bank	2021	330,000	6,600	257,325	163,285	—	29,000	786,210
	2020	318,000	27,698	188,198	169,462	—	28,500	731,858

Bradley P. Peters(8)	2022	$300,000	$6,000	$326,469	$180,000	$1,618	$30,000	$844,087
Executive Vice President of the Company and Executive Vice President and Minnesota Market President of West Bank	2021	268,461	5,369	171,550	136,071	1,975	118,540	701,966

(1)The amounts set forth in ~~that year, as well.~~

Name and Principal Positions Year Salary (1) Bonus (2) Stock
Awards (3) Non-Equity
Incentive Plan
Compensation
(4) (5) Change in Pension Value and Nonqualified Deferred Compensation Earnings (6) All Other
Compensation
(7) Total
David D. Nelson 2020 $462,160 $40,254 $188,198 $246,285 $2,127 $28,500 $967,524
President and Chief Executive Officer of the Company and Chief Executive Officer of West Bank 2019 436,000 8,720 257,430 242,784 — 28,000 972,934
Douglas R. Gulling 2020 $318,000 $27,698 $188,198 $169,462 $— $28,500 $731,858
Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank 2019 300,000 6,000 257,430 167,053 — 28,000 758,483
Harlee N. Olafson 2020 $318,000 $27,698 $188,198 $169,462 $— $28,500 $731,858
Executive Vice President and Chief Risk Officer of the Company and West Bank 2019 300,000 6,000 257,430 167,053 — 28,000 758,483
Brad L. Winterbottom 2020 $318,000 $27,698 $188,198 $169,462 $— $28,500 $731,858
Executive Vice President of the Company and President of West Bank 2019 300,000 6,000 257,430 167,053 — 28,000 758,483

~~(1)Reflects~~the “Salary” column reflect base salary earned during the year including, if any, deferrals and salary increases.

(2)~~Consists~~The amounts set forth in the “Bonus” column consist of 1) a holiday bonus equal to two percent of annual salary paid to all employees of West Bank and, ~~2) the~~in 2020, a one-time qualitative adjustment to the Company’s annual incentive ~~program, as described above~~program.

(3)The amounts set forth in ~~“Overview and Executive Summary.”~~

~~(3)Reflects~~ the “Stock Awards” column represent the aggregate grant date fair value of ~~awards~~Time RSUs and Performance RSUs granted ~~during the year, computed~~to each of our NEOs in 2020, 2021 and 2022, as applicable, calculated in accordance with FASB ASC Topic 718. ~~Because~~The grant date fair value of Time RSUs is determined using the ~~currently outstanding restricted~~fair value of our common stock ~~units do not pay or accumulate dividend equivalents during the five-year vesting period, these amounts were calculated based on the Company’s closing share price~~ on the date of grant, ~~discounted by~~and the ~~present~~grant date fair value of ~~the dividends expected to be paid on the underlying shares during the vesting period. Expected dividends are~~Performance RSUs is calculated ~~using the current quarterly dividend with future increases projected~~ based on the ~~Company’s historic practices. The Company uses a discount rate equal to the five-year U.S. Treasury rate~~fair value of our common stock on the date of ~~grant.~~grant and probable outcome of the performance measures for applicable performance period as of the date on which the Performance RSUs are granted. For ~~the material~~a discussion of valuation assumptions, ~~used in calculating grant date fair value,~~ see the ~~discussion of equity awards~~notes to our audited financial statements included in ~~Note 13 of the Notes to Consolidated Financial Statements~~our Annual Report on Form 10-K for the ~~Company’s financial statements for the~~fiscal year ended December 31, ~~2020.~~2022, filed with the SEC on February 23, 2023.

(4)~~Amounts~~The amounts set forth in the “Non-Equity Incentive Plan Compensation” column are shown for the year in which the applicable performance measures were satisfied.

(5)~~Based upon our results for~~The amounts set forth in the ~~fiscal year ended December 31, 2020~~“Change in Pension Value and the results of our peers as of September 30, 2020, annual bonuses for 2020 are anticipated to be paid out as shown, which is 88.8 percent of the 60 percent maximum potential amount, resulting in a bonus equal to 53.29 percent of base salary. The final determination of amounts earned for 2020 will be made after the peer group companies’ 2020 financial information is available; to the extent different than the amounts shown, the actual amounts will be disclosed at that time.

~~(6)Amounts reported~~Nonqualified Deferred Compensation Earnings” column for Mr. Nelson, Ms. Funk and Mr. Peters represent above-market interest on amounts deferred under the Deferred Compensation Plan.

~~(7)Consists~~(6)The amounts set forth in the “All Other Compensation” column consists of contributions made by the Company on behalf ~~of the named executive officer~~all NEOs to the Company’s 401(k) retirement ~~plan.~~plan and, in 2021 for Mr. Peters, $91,694 for the reimbursement of relocation expenses with a gross-up for applicable taxes.

(7)Ms. Funk was not an NEO prior to 2022.

(8)Mr. Peters was not an NEO prior to 2021.

2023 Proxy Statement | 38

Grants of Plan-Based Awards

The following table sets forth information concerning grants of plan-based awards made to our NEOs during 2022. All equity awards were made under our 2021 Equity Plan.


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards


Name	Type of Award	Grant Date	Threshold	Target	Maximum	Threshold (#)	Target (#)	Maximum (#)
David D. Nelson	Annual Cash Incentive		$102,800	$205,600	$308,400
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Jane M. Funk	Annual Cash Incentive		$60,000	$120,000	$180,000
	Time RSUs	3/21/2022							6,000	$138,300(3)
	Performance RSUs	3/21/2022				2,000	4,000	6,000		$138,180(4)
Harlee N. Olafson	Annual Cash Incentive		$70,000	$140,000	$210,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Brad L. Winterbottom	Annual Cash Incentive		$70,000	$140,000	$210,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Bradley P. Peters	Annual Cash Incentive		$60,000	$120,000	$180,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							6,000	$138,300(3)
	Performance RSUs	3/21/2022				2,000	4,000	6,000		$138,180(4)

(1) The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns reflect the threshold, target and maximum payouts for performance under the annual cash incentive plan as described in the CD&A above. The amount earned by each NEO for 2022 performance is included in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

(2) The amounts set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns with respect to the 2022 Performance RSUs reflect the threshold, target and maximum number of shares of West Bancorporation, Inc. common stock that may be earned by each individual as a result of the 2022 Performance RSUs granted under the 2021 Equity Plan as described in the CD&A above. The actual number of shares of Company common stock to be delivered as a result of these performance shares will be determined by the performance of the Company during the three-year period from 2022 through 2024.

(3) The Time RSUs reflect the grant date fair value of awards granted computed in accordance with FASB ASC Topic 718.

(4) The Performance RSUs reflect the grant date fair value of awards computed in accordance with FASB ASC Topic 718 using the maximum level award.

Restricted Stock Units

In January 2022, Messrs. Nelson, Olafson, Winterbottom and Peters, each received a one-time special grant of 1,804 Time RSUs, which vested on March 25, 2022 and are subject to a retention requirement such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. In March 2022, Messrs. Nelson, Olafson and Winterbottom were each granted 7,500 Time RSUs and 7,500 Performance RSUs. Ms. Funk and Mr. Peters were each granted 6,000 Time RSUs and 6,000 Performance RSUs. Each of the awards will be subject to a retention requirement such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. The Time RSUs are scheduled to vest in five equal annual installments, on March 25 of 2023, 2024, 2025, 2026 and 2027.

2023 Proxy Statement | 39

The Performance RSUs are scheduled to vest on March 25, 2025, based on the relative financial performance of the Company to the identified peer group during the 3-year Performance Period. The Performance RSUs are subject to three performance targets, each of which is to be weighted equally and averaged by calendar year over the three-year Performance Period: (i) the Company’s return on average equity, (ii) the Company’s efficiency ratio and (iii) the Company’s total nonperforming assets to total assets ratio Each of these ratios is compared to those of the Performance RSU Peer Group as of the grant date. The Performance RSU Peer Group shall be “frozen” as of the grant date. Companies may drop out (but may not be added) if financial information becomes unavailable prior to the conclusion of the Performance Period.

~~Outstanding~~Clawback Policy

2023 Proxy Statement | 36

In addition to the formal clawback policy, in the event the Company is required to seek or demand recoupment of any payments made to our NEOs pursuant to law, our employment agreements provide for return of any severance-related payments upon request of the Company. Additionally, all equity awards granted under our 2017 Equity ~~Awards at Fiscal Year End~~Plan and the 2021 Equity Plan, are subject to cancellation, recoupment, rescission or payback in accordance with applicable law.

Insider Trading Policy

Anti-Hedging Policy

The Company’s insider trading policy prohibits all employees and directors from entering into any hedging transactions involving the Company’s stock.

Anti-Pledging Policy

The Company’s insider trading policy prohibits all NEOs and directors from keeping Company stock in a margin account. In addition, NEOs and directors may not pledge Company stock as collateral for a loan.

Acceleration of Equity Awards

Our award agreements under the 2017 Equity Plan and the 2021 Equity Plan utilize a “double trigger” approach to vesting upon a change in control, rather than a “single trigger” approach under which awards would vest solely upon a change in control. Under our double trigger approach, vesting of our time-based equity awards occurs upon a change in control only if the outstanding equity awards are not fully assumed by the acquiror, or if they are assumed but the participant is subsequently terminated without cause or resigns for good reason. With respect to the Performance RSUs granted to our NEOs beginning in 2021, the awards vest immediately in connection with a change in control based upon the greater of actual performance through the date of a change in control or target-level performance without proration. We believe this approach provides adequate employment protection while reducing, for our stockholders’ benefit, potential transaction costs associated with the awards, as compared to plans with single trigger acceleration upon a change in control.

No Tax Gross-Ups

Compensation Committee Report

The Compensation Committee hereby states as follows:

•It has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management; and

•Based on the review and discussion referred to immediately above, it recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

The undersigned members of the Compensation Committee have submitted this report.

Steven K. Gaer, Chair

Michael J. Gerdin

Sean P. McMurray

Steven T. Schuler

2023 Proxy Statement | 37

Summary Compensation Table

Compensation earned for services rendered in the year ended December 31, 2022, to our Chief Executive Officer and our other NEOs is provided in the following table. Compensation for 2021 and 2020 is also presented.


Name and Principal Positions	Year	Salary (1)	Bonus (2)	Stock Awards (3)	Non-Equity Incentive Plan Compensation (4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (5)	All Other Compensation (6)	Total
David D. Nelson	2022	$514,000	$10,280	$395,589	$308,400	$3,879	$30,500	$1,262,648
President and Chief Executive Officer of the Company and Chief Executive Officer of West Bank	2021	485,000	9,700	257,325	239,979	3,793	29,000	1,024,797
	2020	462,160	40,254	188,198	246,285	2,127	28,500	967,524


Jane M. Funk(7)	2022	$300,000	$6,000	$276,480	$180,000	$426	$30,000	$792,906
Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank




Harlee N. Olafson	2022	$350,000	$7,000	$395,589	$210,000	—	$30,500	$993,089
Executive Vice President and Chief Risk Officer of the Company and West Bank	2021	330,000	6,600	257,325	163,285	—	29,000	786,210
	2020	318,000	27,698	188,198	169,462	—	28,500	731,858


Brad L. Winterbottom	2022	$350,000	$7,000	$395,589	$210,000	—	$30,500	$993,089
Executive Vice President of the Company and President of West Bank	2021	330,000	6,600	257,325	163,285	—	29,000	786,210
	2020	318,000	27,698	188,198	169,462	—	28,500	731,858

Bradley P. Peters(8)	2022	$300,000	$6,000	$326,469	$180,000	$1,618	$30,000	$844,087
Executive Vice President of the Company and Executive Vice President and Minnesota Market President of West Bank	2021	268,461	5,369	171,550	136,071	1,975	118,540	701,966

(1)The amounts set forth in the “Salary” column reflect base salary earned during the year including, if any, deferrals and salary increases.

(2)The amounts set forth in the “Bonus” column consist of a holiday bonus equal to two percent of annual salary paid to all employees of West Bank and, in 2020, a one-time qualitative adjustment to the Company’s annual incentive program.

(3)The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of Time RSUs and Performance RSUs granted to each of our NEOs in 2020, 2021 and 2022, as applicable, calculated in accordance with FASB ASC Topic 718. The grant date fair value of Time RSUs is determined using the fair value of our common stock on the date of grant, and the grant date fair value of Performance RSUs is calculated based on the fair value of our common stock on the date of grant and probable outcome of the performance measures for applicable performance period as of the date on which the Performance RSUs are granted. For a discussion of valuation assumptions, see the notes to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 23, 2023.

(4)The amounts set forth in the “Non-Equity Incentive Plan Compensation” column are shown for the year in which the applicable performance measures were satisfied.

(5)The amounts set forth in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for Mr. Nelson, Ms. Funk and Mr. Peters represent above-market interest on amounts deferred under the Deferred Compensation Plan.

(6)The amounts set forth in the “All Other Compensation” column consists of contributions made by the Company on behalf all NEOs to the Company’s 401(k) retirement plan and, in 2021 for Mr. Peters, $91,694 for the reimbursement of relocation expenses with a gross-up for applicable taxes.

(7)Ms. Funk was not an NEO prior to 2022.

(8)Mr. Peters was not an NEO prior to 2021.

2023 Proxy Statement | 38

Grants of Plan-Based Awards

The following table sets forth information concerning ~~outstanding~~grants of plan-based awards made to our NEOs during 2022. All equity awards ~~held~~were made under our 2021 Equity Plan.


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards


Name	Type of Award	Grant Date	Threshold	Target	Maximum	Threshold (#)	Target (#)	Maximum (#)
David D. Nelson	Annual Cash Incentive		$102,800	$205,600	$308,400
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Jane M. Funk	Annual Cash Incentive		$60,000	$120,000	$180,000
	Time RSUs	3/21/2022							6,000	$138,300(3)
	Performance RSUs	3/21/2022				2,000	4,000	6,000		$138,180(4)
Harlee N. Olafson	Annual Cash Incentive		$70,000	$140,000	$210,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Brad L. Winterbottom	Annual Cash Incentive		$70,000	$140,000	$210,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Bradley P. Peters	Annual Cash Incentive		$60,000	$120,000	$180,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							6,000	$138,300(3)
	Performance RSUs	3/21/2022				2,000	4,000	6,000		$138,180(4)

(2) The amounts set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns with respect to the 2022 Performance RSUs reflect the threshold, target and maximum number of ~~December 31, 2020~~shares of West Bancorporation, Inc. common stock that may be earned by ~~our named executive officers. Market values for outstanding restricted stock units are based on the closing price of our stock on December 31, 2020 (the last trading day~~each individual as a result of the ~~year)~~2022 Performance RSUs granted under the 2021 Equity Plan as described in the CD&A above. The actual number of ~~$19.30.~~shares of Company common stock to be delivered as a result of these performance shares will be determined by the performance of the Company during the three-year period from 2022 through 2024.

Stock Awards
Name Number of Shares
or Units of Stock
that Have Not
Vested (1) Market Value of
Shares or Units of
Stock That Have Not Vested
David D. Nelson 45,000 $868,500
Douglas R. Gulling 45,000 $868,500
Harlee N. Olafson 45,000 $868,500
Brad L. Winterbottom 45,000 $868,500
(3) The Time RSUs reflect the grant date fair value of awards granted computed in accordance with FASB ASC Topic 718.

~~(1)For~~(4) The Performance RSUs reflect the grant date fair value of awards computed in accordance with FASB ASC Topic 718 using the maximum level award.

Restricted Stock Units

In January 2022, Messrs. Nelson, Olafson, Winterbottom and Peters, each ~~named executive officer, reflects restricted stock units~~received a one-time special grant of 1,804 Time RSUs, which vested on March 25, 2022 and are subject to a retention requirement such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. In March 2022, Messrs. Nelson, Olafson and Winterbottom were each granted 7,500 Time RSUs and 7,500 Performance RSUs. Ms. Funk and Mr. Peters were each granted 6,000 Time RSUs and 6,000 Performance RSUs. Each of the awards will be subject to a retention requirement such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. The Time RSUs are scheduled to vest in five equal annual installments, ~~including: 3,000 restricted stock units granted on March 21, 2016, with the remaining installment vesting~~ on March 25 of ~~2021; 6,000 restricted stock units granted on March 27, 2017, with two equal annual installments vesting on March 25 of 2021~~2023, 2024, 2025, 2026 and 2022; 9,000 restricted stock units granted on March 26, 2018, with three equal annual installments, vesting on March 25 of 2021, 2022 and 2023; 12,000 restricted stock units granted on March 25, 2019, with four equal annual installments, vesting on March 25 of 2021, 2022, 2023 and 2024; and 15,000 restricted stock units granted on March 23, 2020, which will vest in five equal annual installments, beginning on March 25, 2021.

~~Potential Payments upon Termination or Change in Control~~

Each of our named executive officers is party to an employment agreement with the Company and West Bank pursuant to which the officer is entitled to a minimum annual salary and participation in our annual incentive plan and other benefit plans.

~~Termination and Change in Control Benefits under Employment Agreement with Mr. Nelson~~

The Company and Mr. Nelson are parties to an employment agreement with an effective date of July 23, 2012. Mr. Nelson serves as the President and Chief Executive Officer of the Company and as the Chief Executive Officer of West Bank under the agreement, as well as a member of the Board of Directors of both entities. The initial term of Mr. Nelson’s agreement ended on December 31, 2015, but the agreement extended automatically for an additional year on January 1, 2015 and each January 1 since that date, and will extend on each January 1 going forward unless either party gives notice of nonrenewal. As of December 31, 2020, Mr. Nelson was entitled to a minimum annual salary of $462,160 pursuant to the agreement, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans. Upon a termination of Mr. Nelson’s employment by the Company without cause or by Mr. Nelson for good reason, the agreement entitles Mr. Nelson to severance payments equal to 200 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in 24 equal monthly installments following the date of termination, as well as 18 months of continued medical coverage at active employee rates. If such termination occurs within six months prior to or two years following a change in control, Mr. Nelson will be entitled to severance payments equal to 300 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates. The aforementioned severance benefits are contingent upon Mr. Nelson’s execution of a general release of claims against the Company. Under the agreement, Mr. Nelson will be subject to non-competition and non-solicitation covenants for a period of 24 months following the termination of his employment.

2027.

2023 Proxy Statement | 39

~~Termination and Change in Control Benefits under Employment Agreements with Messrs. Gulling, Olafson and Winterbottom~~

The Company is a party to employment agreements with each of Messrs. Gulling, Olafson and Winterbottom, with effective dates of July 23, 2012. Under their respective agreements, Mr. Gulling serves as Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank, Mr. Olafson serves as Executive Vice President and Chief Risk Officer of the Company and West Bank, and Mr. Winterbottom serves as Executive Vice President of the Company and President of West Bank. Each individual serves as a member of the Board of Directors of West Bank. The initial term under each agreement ended on December 31, 2014, but the agreements extended automatically for an additional year on January 1, 2014 and each January 1 since that date, and will extend on each January 1 going forward unless either party gives notice of nonrenewal. As of December 31, 2020, Messrs. Gulling, Olafson and Winterbottom were each entitled to a minimum annual salary of $318,000 pursuant to their agreements, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans. Upon a termination of the respective executive’s employment by the Company without cause or by the executive for good reason, the agreement entitles the executive to severance payments equal to 100 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in 12 equal monthly installments following the date of termination, as well as 12 months of continued medical coverage at active employee rates. If such termination occurs within six months prior to or two years following a change in control, the executive will be entitled to severance payments equal to 200 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates. The aforementioned severance benefitsPerformance RSUs are contingent upon the respective executive’s execution of a general release of claims against the Company. Under the agreements, Messrs. Gulling, Olafson and Winterbottom will be subject to non-competition and non-solicitation covenants for a period of 12 months following termination of employment (24 months if the termination occurs following a change in control of the Company).

~~Termination and Change in Control Benefits under 2012 and 2017 Equity Incentive Plans~~

All awards under the 2012 Equity Incentive Plan (the “2012 Equity Plan”) and the 2017 Equity Plan then held by the participant will become fully vested immediately if (1) such plans and their respective award agreements are not fully assumed in a change in control, or (2) such plans and their respective award agreements are fully assumed in the change in control and the participant is terminated by the Company or a subsidiary without cause or the participant resigns for good reason.

Further, under the 2012 Equity Plan and the 2017 Equity Plan, all restricted stock units generally will become fully vested upon the participant’s termination of service due to the participant’s disability or death. In the event that the participant retires (as defined under each plan), the outstanding restricted stock units will continuescheduled to vest ~~as scheduled provided that the participant gives at least six months’ notice (with respect to awards under the 2012 Equity Plan), signs a release and waiver, and does not compete with the Company.~~

~~Termination under Deferred Compensation Plan~~

In the event of a change in control of the Company or the participant’s separation from service due to death or disability, amounts deferred by a participant will be distributed in a lump sum, and Company contributions, if any, will be distributed in accordance with the participant’s elections.

~~Compensation Committee Interlocks and Insider Participation~~

The members of the Compensation Committee are Steven K. Gaer, Michael J. Gerdin and Sean P. McMurray. No Compensation Committee members have been officers or employees of the Company or West Bank. No executive officer of the Company served as a director or member of the compensation committee of any other entity whose executive officers served as a member of our Board or a member of the Compensation Committee.

~~Proposal 2.~~ ~~Approve the 2020 Compensation of the Company’s Named Executive Officers.~~

Section 14A of the Exchange Act requires the Company to conduct an advisory stockholder vote to approve the compensation of named executive officers. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to endorse or not endorse the Company’s pay program for its named executive officers. We currently hold our say-on-pay vote every year. The Company is requesting stockholder approval, on an advisory basis, of the compensation of the Company’s named executive officers for 2020 as listed in the Summary Compensation Table, appearing in the “Executive Compensation” section in this proxy statement, and as described in more detail in this proxy statement. The Company believes that its executive compensation programs, as explained in the “Executive Compensation” section of this proxy statement, are straightforward and reasonable. As explained, the general objectives of, and important factors for, the Company’s executive compensation program include significant emphasisMarch 25, 2025, based on the ~~long-term success of the Company through long-term~~relative financial performance of its executives. Stockholders are urged to carefully read the “Executive Compensation” section of this proxy statement, as well as the Summary Compensation Table and narrative disclosures that describe the compensation of our named executive officers in 2020. The Board has previously approved the 2020 compensation.

~~The following resolution is submitted for stockholder approval:~~

Approval of this resolution requires that the number of votes cast “for” the proposal exceed the number of votes cast “against” such proposal. In tabulating the votes, abstentions and broker non-votes will be disregarded and have no effect on the outcome of the vote. While this say-on-pay vote is required, as provided in Section 14A of the Exchange Act, it is not binding on the Board and may not be construed as overruling any decision by the Board. However, the Compensation Committee will take into account the outcome of the votes when considering future compensation arrangements.

The Board recommends a vote “FOR” approval of the 2020 compensation of the named executive officers. Properly executed proxies on the accompanying proxy card will be voted “FOR” approval of the 2020 compensation of the named executive officers unless contrary instructions are given.

~~Proposal 3.~~ ~~Approve the West Bancorporation, Inc. 2021 Equity Incentive Plan.~~

A proposal will be presented at the Annual Meeting to approve the West Bancorporation, Inc. 2021 Equity Incentive Plan. The Company’s Board of Directors approved the 2021 Equity Plan on January 27, 2021, subject to stockholder approval.

~~A summary of the material provisions of the 2021 Equity Plan is set forth below. A copy of the 2021 Equity Plan is set forth as Exhibit A.~~

~~Proposed 2021 Equity Incentive Plan~~

Our Board has adopted 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, and directed that the 2021 Equity Plan be submitted for approval by our stockholders. We are submitting the 2021 Equity Plan to our stockholders at this time to replace our current equity incentive plan, the West Bancorporation, Inc. 2017 Equity Incentive Plan (the “Prior Plan”).

If the 2021 Equity Plan is not approved by our stockholders, it will not be adopted, and we will continue to operate under the Prior Plan until its expiration. In the event the 2021 Equity Plan is not approved and the Prior Plan expires, we believe that higher cash compensation may be required to attract and retain key employees and other individuals.

In determining the number of shares of the Company’s common stock to be authorized under the 2021 Equity Plan, the Board considered the effects of our size, number of outstanding shares of the Company’s common stock, and employee headcount, and the Board believes that a share reserve of 625,000 shares is appropriate. The Compensation Committee engaged McLagan to assist in determining the appropriate number of shares to reserve under the 2021 Equity Plan (discussed more fully below under ~~Important Considerations~~).~~Upon stockholder approval of the 2021 Equity Plan, the Prior Plan will be frozen.~~

~~Stockholder Approval; Best Practices~~

If the 2021 Equity Plan is adopted by our stockholders, we will not make any new grants of awards under the Prior Plan. The 2021 Equity Plan submitted for approval reflects current practices in equity incentive plans that we consider best practices, such as:

•~~Independent Oversight~~. ~~The 2021 Equity Plan will be administered by the Compensation Committee of the Board, which is comprised of independent members of our Board.~~

•~~Double Trigger Change in Control Provisions~~. The change in control provisions under the 2021 Equity Plan provide for acceleration of vesting of time vested awards in the event of a change in control only if the 2021 Equity Plan does not become an obligation of the successor entity or the participant incurs a termination of service without cause or for good reason following the change in control. Performance vested awards will vest based upon the greater of target performance or the Company performance through the date of the change in control.

•~~No Evergreen Feature~~. The number of authorized shares under the 2021 Equity Plan is fixed at 625,000. The 2021 Equity Plan does not include an “evergreen” feature that would cause the number of authorized shares to automatically increase in future years.

•~~Conservative Share Reuse Provision~~. Shares subject to an award under the 2021 Equity Plan will not be available for reuse if such shares are delivered or withheld to satisfy any tax withholding obligation, or not issued upon the settlement of an award.

•~~Minimum Vesting Periods~~. Stock awards that are vested solely based on continued service, must have a vesting period of at least one year, with the exception that up to 5% of the share reserve may have a shorter vesting period.

•~~Minimum Holding Period~~. Awards under the 2021 Equity Plan made to our NEOs and directors that are settled in shares are subject to a one-year minimum holding requirement that commences on the date of vesting and applies to 50 percent of the shares settled.

•~~Dividends Subject to Vesting~~.~~Dividend payments or dividend equivalent payments on shares subject to outstanding awards may only be distributed upon the vesting of the underlying award.~~

•~~Clawback Policy Implementation~~. All awards under the 2021 Equity Plan will be subject to any applicable law respecting recapture of compensation or the Company’s newly adopted clawback policy, as may be in effect from time to time.

•~~Forfeiture Provisions~~. Upon a breach of a restrictive covenant, participants forfeit all outstanding awards (whether vested or unvested) and must repay to the Company any shares or profits realized, within one year prior to the participant’s termination of service and thereafter, from the subsequent disposition of shares received in connection with the 2021 Equity Plan.

•~~Multiple Award Types~~. The 2021 Equity Plan permits the issuance of restricted stock units, restricted stock and other types of full value equity grants, subject to the share limits of the Plan. This breadth of award types will enable the Compensation Committee to tailor awards in light of the accounting, tax and other standards applicable at the time of grant. Historically, these standards have changed over time.

~~Important Considerations~~

We have adopted and are recommending that our shareholders approve the 2021 Equity Plan because we believe the design of the plan and the number of shares reserved for issuance are consistent with the interests of our shareholders and good corporate governance practices. In approving the 2021 Equity Plan, our Compensation Committee and Board of Directors considered the following:

•~~Burn Rate; Longevity of Authorized Shares~~. Burn rate, which is a measure of the annual rate at which companies use (or burn) shares available for grant in their equity compensation plans, is an important factor for shareholders concerned about shareholder dilution. The burn rate is defined in terms of the gross number of equity awards granted during a calendar year divided by the weighted average number of shares of common stock outstanding during the year. We believe our current three-year average burn rate of .89 percent should be viewed favorably by our shareholders. We do not anticipate a significant increase in our average burn rate going forward.

West Bancorporation Burn Rate: 2020 2019 2018
RSU Awards Granted 147,465 154,000 136,500
Weighted Average Common Shares Outstanding 16,446,983 16,358,723 16,275,086
Annual Burn Rate: 0.90 % 0.94 % 0.84 %
3 Year Average Burn Rate 0.89 %

•~~Overhang~~. Overhang is another measure that is sometimes used to assess the aggregate dilutive impact of equity programs such as the 2021 Equity Plan. Overhang indicates the amount by which existing shareholder ownership would be diluted if the shares authorized for issuance under the 2021 Equity Plan (625,000), coupled with the shares subject to outstanding awards, were issued. The estimated overhang as of the shareholder meeting date of April 29, 2021, taking into account the new 2021 Equity Plan and currently outstanding awards that will vest and settle prior to such date, would be approximately 6.17 percent, as shown in the table below.~~We believe this level of overhang should be viewed favorably by our shareholders as it is below the median level for our industry and the median level for our peer group.~~


~~(A)~~	~~Shares available under the 2021 Equity Plan~~	~~625,000~~
~~(B)~~	~~Shares underlying outstanding awards~~	~~531,765~~
~~(C)~~	~~Less: Outstanding awards scheduled to vest prior to April 29, 2021~~	~~(135,965)~~
~~(D)~~	~~Adjusted Shares underlying outstanding awards as of April 29, 2021~~	~~395,800~~
~~(E)~~	~~Total Shares authorized or outstanding as of April 29, 2021 (A+D)~~	~~1,020,800~~
~~(F)~~	~~Total Shares outstanding (est. as of April 29, 2021)~~	~~16,553,737~~
~~(G)~~	~~Overhang (E divided by F)~~	~~6.17~~	%

~~General~~

~~The 2021 Equity Plan was adopted by our Board to promote the growth, profitability, and long-term financial success~~ of the Company to ~~provide a means~~the identified peer group during the 3-year Performance Period. The Performance RSUs are subject to ~~incentivize officers, other employees~~three performance targets, each of which is to be weighted equally and ~~non-employee directors~~averaged by calendar year over the three-year Performance Period: (i) the Company’s return on average equity, (ii) the Company’s efficiency ratio and (iii) the Company’s total nonperforming assets to ~~achieve long-term corporate objectives and~~total assets ratio Each of these ratios is compared to ~~attract, retain, and award such individuals who can and do contribute to such success, to further align the interests of such individuals with~~ those of the Company’s stockholders, and to provide such individuals with an opportunity to acquire shares of the Company’s common stock. The 2021 Equity Plan will be administered by the Compensation Committee, which has the authority to select award recipients from the eligible participants, determine the types of awards to be granted, and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any vesting or accelerated vesting requirements or conditions applicable to an award or awards.

The 2021 Equity Plan incorporates a broad variety of cash-based and equity-based incentive compensation elements to provide the Compensation Committee with significant flexibility to appropriately address the requirements and limitations of applicable legal, regulatory and financial accounting standards in a manner mutually consistent with the purposes of the 2021 Equity Plan and stockholder interests.

Subject to permitted adjustments for certain corporate transactions, the maximum number of shares that may be delivered to participants, or their beneficiaries, under the 2021 Equity Plan is 625,000 shares of the Company’s common stock. To the extent that any shares of stock covered by an award (including stock awards) under the 2021 Equity Plan expire or are not delivered for any reason, including because the award is forfeited, cancelled, or settled in cash, such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of stock available for delivery under the 2021 Equity Plan. Additionally, shares that are tendered to, or withheld by, the Company to satisfy any tax withholding obligations will be deemed to have been delivered for purposes of these limitations.

The 2021 Equity Plan’s effective date will be April 29, 2021, subject to approval by stockholders. If approved, the 2021 Equity Plan will continue in effect as long as any awards are outstanding; provided, however, that no awards may be granted under the 2021 Equity Plan after the ten-year anniversary of the effective date. Any awards that are outstanding after the tenth anniversary of the effective date shall remain subject to the terms of the 2021 Equity Plan.

The maximum number of shares that may be subject to share-based awards which may be granted to any one director participant during any calendar year shall not exceed 10,000 shares. The foregoing limitations with respect to directors will not apply to cash-based director fees that the director elects to receive in the form of shares or share based units equal in value to the cash-based director fees. Director participants are not eligible to receive cash based incentive awards under the 2021 Equity Plan.

The Compensation Committee may use shares of stock available under the 2021 Equity Plan as the form of payment for grants or rights earned or due under any other compensation plans or arrangements of the Company or a subsidiary, including the plans and arrangements of the Company or a subsidiary assumed in business combinations.

In the event of a corporate transaction involving the stock of the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, or other similar event which the Committee determines affects the stock such that an adjustment is appropriate to prevent the enlargement or dilution of rights), the foregoing share limitations and all outstanding awards will automatically be adjusted proportionally and uniformly to reflect such event; provided, however, that the Compensation Committee may adjust awards, or prevent the automatic adjustment of awards, to preserve the benefits or potential benefits of the awards.

Except as provided by the Compensation Committee, awards granted under the 2021 Equity Plan are not transferable except as designated by the participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. The Compensation Committee has the discretion to permit the transfer of awards under the 2021 Equity Plan; provided, however, that such transfers shall be limited to immediate family members of participants, trusts, partnerships, limited liability companies and other entities established for the primary benefit of such family members or to charitable organizations, and as long as such transfers are made without value to the participant and are not made to any third-party financial institution.

If the right to become vested in an award granted under the 2021 Equity Plan to a participant is conditioned on the completion of a specified period of service with the Company or a subsidiary, without achievement of performance measures or other performance conditions being required as a condition of vesting, and without being granted instead of or in exchange for other compensation or awards, then the required period of service for full vesting must be at least one year. This minimum required period of service for full vesting does not apply to stock awards granted to director participants where the aggregate of such grants does not exceed five percent of the total share reserve under the 2021 Equity Plan.

The Compensation Committee may provide a participant with the right to receive dividend payments or dividend equivalent payments on shares subject to outstanding awards provided that such dividend payments or dividend equivalent payments will be withheld or accrued by the Company and only distributed upon the release of restrictions subject to the underlying award. If the underlying award is forfeited, the participant will have no rights to such dividend payments or dividend equivalent payments.

~~Eligibility~~

Selected employees and directors of the Company or its subsidiaries are eligible to become participants in the 2021 Equity Plan. The Compensation Committee will determine the specific individuals who will be granted awards under the 2021 Equity Plan and the type and amount of any such awards.

~~Stock Awards~~

A stock award is a grant of shares of the Company’s common stock or a right to receive shares of the Company’s common stock, an equivalent amount of cash or a combination thereof in the future. Such awards may include, but are not be limited to, bonus shares, stock units, performance shares, performance units, restricted stock, restricted stock units or any other equity-based award as determined by the Compensation Committee. The specific performance measures, performance objectives or period of service requirements are set by the Compensation Committee in its discretion.

~~Cash Incentive Awards~~

A cash incentive award is the grant of a right to receive a payment of cash, or the Company’s common stock having a value equivalent to the cash otherwise payable, determined on an individual basis or as an allocation of an incentive pool that is contingent on the achievement of performance objectives established by the Compensation Committee. The Compensation Committee may grant cash incentive awards that may be contingent on achievement of a participant’s performance objectives over a specified period established by the Compensation Committee. The grant of cash incentive awards may also be subject to such other conditions, restrictions and contingencies, as determined by the Compensation Committee.

~~Acceleration~~

~~Any awards granted under the 2021 Equity Plan may be subject to acceleration of vesting, to the extent permitted by the Compensation Committee.~~

~~Forfeiture~~

Unless specifically provided to the contrary in the applicable award agreement, if a participant’s service is terminated for cause, any outstanding award held by such participant (whether vested or unvested) will be forfeited immediately and such participant will have no further rights under the award.

Further, except as otherwise provided by the Compensation Committee, if a participant breaches a non-competition, non-solicitation, non-disclosure, non-disparagement or other restrictive covenant in any agreement between the participant and the Company or a subsidiary, whether before or after the participant’s termination of service, the participant will forfeit or pay the following to the Company:

•~~all outstanding awards granted to the participant under the 2021 Equity Plan, including awards that have become vested;~~

•any shares held by the participant in connection with the 2021 Equity Plan that were acquired after the participant’s termination of service and within the 12-month period immediately preceding the participant’s termination of service; and

•the profit realized by the participant from the sale or other disposition of any shares received by the participant in connection with the 2021 Equity Plan after the participant’s termination of service and within the 12-month period immediately preceding the participant’s termination of service, where such sale or disposition occurs in such similar time period.

~~Change in Control~~

Unless otherwise provided in an award agreement, upon the occurrence of a change in control, all awards will become fully earned and vested immediately if (i) the 2021 Equity Plan is not an obligation of the successor entity following a change in control or (ii) the 2021 Equity Plan is an obligation of the successor entity following a change in control and the participant incurs a termination of service without cause or for good reason following the change in control. Performance ~~vested awards will vest at the time of the change in control based upon the greater of target performance or theCompany’s performance through the date of the change in control.~~

For purposes of the 2021 Equity Plan, a “change in control” generally will be deemed to occur when (i) any person acquires the beneficial ownership of 51% or more of the voting stock of the Company, except that the acquisition of an interest by a benefit plan sponsored by the Company or a corporate restructuring in which another member of the Company’s controlled group acquires such an interest generally will not be a change in control for purposes of the 2021 Equity Plan, (ii) during any 12-month period, a majority of the Board members servingRSU Peer Group as of the ~~2021 Equity Plan's effective date, or whose election was approved by a vote of a majority~~grant date. The Performance RSU Peer Group shall be “frozen” as of the ~~directors then in office, no longer serve as directors, or (iii) the Company combines or merges with another company and, immediately after the combination, the stockholders of the Company immediately~~grant date. Companies may drop out (but may not be added) if financial information becomes unavailable prior to the ~~combination hold, directly or indirectly, 49 percent or less~~conclusion of the ~~voting stock of the resulting company.~~Performance Period.

However, a change in control generally will not be deemed to occur solely because 51 percent or more of the voting stock of the Company is acquired by (i) a trustee or other fiduciary under one or more Company employee benefit plans, or (ii) any entity that is owned by the Company’s stockholders in the same proportion as their ownership of the Company’s common stock.

Further notwithstanding any provision in the foregoing definition of Change in Control to the contrary, in the event that any Award constitutes deferred compensation, and the settlement of, or distribution of benefits under such Award is to be triggered by a change in control, then such settlement or distribution shall be subject to the event also constituting a “change in control event” under Code Section 409A.

~~Amendment and Termination~~

The Board may at any time amend or terminate the 2021 Equity Plan or any award granted under the 2021 Equity Plan, provided that no amendment or termination may impair the rights of any participant without the participant’s written consent. The Board may not amend the provision of the 2021 Equity Plan to materially increase the original number of shares that may be issued under the 2021 Equity Plan (other than as provided in the 2021 Equity Plan), materially increase the benefits accruing to a participant, or materially modify the requirements for participation in the 2021 Equity Plan, without approval of stockholders. However, the Compensation Committee may amend the 2021 Equity Plan or any award agreement at any time, retroactively or otherwise, to ensure that the 2021 Equity Plan complies with current or future law without stockholder approval, and the Compensation Committee may unilaterally amend the 2021 Equity Plan and any outstanding award, without participant consent, in order to avoid the application of, or to comply with, Section 409A of the Code, and applicable regulations and guidance thereunder.

Clawback Policy

~~All~~Effective as of January 27, 2021, the Company maintains a formal clawback policy which provides the Board with the authority to recover certain bonus or other incentive compensation (whether paid in cash or stock) paid to any NEO in appropriate circumstances where there has been a restatement of the Company’s financial statements filed with the SEC. While the Compensation Committee believes its risk assessment procedures are effective, it is prepared to implement any additional steps that may be deemed necessary to fully comply with the rules required to be issued under the Dodd-Frank Act, when finalized and adopted by Nasdaq.

2023 Proxy Statement | 36

In addition to the formal clawback policy, in the event the Company is required to seek or demand recoupment of any payments made to our NEOs pursuant to law, our employment agreements provide for return of any severance-related payments upon request of the Company. Additionally, all equity awards ~~amounts~~granted under our 2017 Equity Plan and the 2021 Equity Plan, are subject to cancellation, recoupment, rescission or payback in accordance with applicable law.

Insider Trading Policy

Anti-Hedging Policy

The Company’s insider trading policy prohibits all employees and directors from entering into any hedging transactions involving the Company’s stock.

Anti-Pledging Policy

Acceleration of Equity Awards

Our award agreements under the 2017 Equity Plan and the 2021 Equity Plan utilize a “double trigger” approach to vesting upon a change in control, rather than a “single trigger” approach under which awards would vest solely upon a change in control. Under our double trigger approach, vesting of our time-based equity awards occurs upon a change in control only if the outstanding equity awards are not fully assumed by the acquiror, or if they are assumed but the participant is subsequently terminated without cause or resigns for good reason. With respect to the Performance RSUs granted to our NEOs beginning in 2021, the awards vest immediately in connection with a change in control based upon the greater of actual performance through the date of a change in control or target-level performance without proration. We believe this approach provides adequate employment protection while reducing, for our stockholders’ benefit, potential transaction costs associated with the awards, as compared to plans with single trigger acceleration upon a change in control.

No Tax Gross-Ups

Compensation Committee Report

The Compensation Committee hereby states as follows:

•It has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management; and

•Based on the review and discussion referred to immediately above, it recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

The undersigned members of the Compensation Committee have submitted this report.

Steven K. Gaer, Chair

Michael J. Gerdin

Sean P. McMurray

Steven T. Schuler

2023 Proxy Statement | 37

Summary Compensation Table


Name and Principal Positions	Year	Salary (1)	Bonus (2)	Stock Awards (3)	Non-Equity Incentive Plan Compensation (4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (5)	All Other Compensation (6)	Total
David D. Nelson	2022	$514,000	$10,280	$395,589	$308,400	$3,879	$30,500	$1,262,648
President and Chief Executive Officer of the Company and Chief Executive Officer of West Bank	2021	485,000	9,700	257,325	239,979	3,793	29,000	1,024,797
	2020	462,160	40,254	188,198	246,285	2,127	28,500	967,524


Jane M. Funk(7)	2022	$300,000	$6,000	$276,480	$180,000	$426	$30,000	$792,906
Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank




Harlee N. Olafson	2022	$350,000	$7,000	$395,589	$210,000	—	$30,500	$993,089
Executive Vice President and Chief Risk Officer of the Company and West Bank	2021	330,000	6,600	257,325	163,285	—	29,000	786,210
	2020	318,000	27,698	188,198	169,462	—	28,500	731,858


Brad L. Winterbottom	2022	$350,000	$7,000	$395,589	$210,000	—	$30,500	$993,089
Executive Vice President of the Company and President of West Bank	2021	330,000	6,600	257,325	163,285	—	29,000	786,210
	2020	318,000	27,698	188,198	169,462	—	28,500	731,858

Bradley P. Peters(8)	2022	$300,000	$6,000	$326,469	$180,000	$1,618	$30,000	$844,087
Executive Vice President of the Company and Executive Vice President and Minnesota Market President of West Bank	2021	268,461	5,369	171,550	136,071	1,975	118,540	701,966

(1)The amounts set forth in the “Salary” column reflect base salary earned during the year including, if any, deferrals and salary increases.

(4)The amounts set forth in the “Non-Equity Incentive Plan Compensation” column are shown for the year in which the applicable performance measures were satisfied.

(7)Ms. Funk was not an NEO prior to 2022.

(8)Mr. Peters was not an NEO prior to 2021.

2023 Proxy Statement | 38

Grants of Plan-Based Awards

The following table sets forth information concerning grants of plan-based awards made to our NEOs during 2022. All equity awards were made under our 2021 Equity Plan.


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards


Name	Type of Award	Grant Date	Threshold	Target	Maximum	Threshold (#)	Target (#)	Maximum (#)
David D. Nelson	Annual Cash Incentive		$102,800	$205,600	$308,400
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Jane M. Funk	Annual Cash Incentive		$60,000	$120,000	$180,000
	Time RSUs	3/21/2022							6,000	$138,300(3)
	Performance RSUs	3/21/2022				2,000	4,000	6,000		$138,180(4)
Harlee N. Olafson	Annual Cash Incentive		$70,000	$140,000	$210,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Brad L. Winterbottom	Annual Cash Incentive		$70,000	$140,000	$210,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							7,500	$172,875(3)
	Performance RSUs	3/21/2022				2,500	5,000	7,500		$172,725(4)
Bradley P. Peters	Annual Cash Incentive		$60,000	$120,000	$180,000
	Time RSUs	1/24/2022							1,804	$49,989(3)
	Time RSUs	3/21/2022							6,000	$138,300(3)
	Performance RSUs	3/21/2022				2,000	4,000	6,000		$138,180(4)

(3) The Time RSUs reflect the grant date fair value of awards granted computed in accordance with FASB ASC Topic 718.

(4) The Performance RSUs reflect the grant date fair value of awards computed in accordance with FASB ASC Topic 718 using the maximum level award.

Restricted Stock Units

In January 2022, Messrs. Nelson, Olafson, Winterbottom and Peters, each received a one-time special grant of 1,804 Time RSUs, which vested on March 25, 2022 and are subject to a retention requirement such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. In March 2022, Messrs. Nelson, Olafson and Winterbottom were each granted 7,500 Time RSUs and 7,500 Performance RSUs. Ms. Funk and Mr. Peters were each granted 6,000 Time RSUs and 6,000 Performance RSUs. Each of the awards will be subject to ~~potential cancellation, recoupment, rescission, payback~~a retention requirement such that 50 percent of the covered shares must be retained for a period of three years following the vesting date. The Time RSUs are scheduled to vest in five equal annual installments, on March 25 of 2023, 2024, 2025, 2026 and 2027.

2023 Proxy Statement | 39

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning outstanding equity awards held as of December 31, 2022 by our NEOs.


		Stock Awards
Name	Grant Date	Number of Shares or Units of Stock that Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
David D. Nelson	3/21/2022	7,500(2)	$191,625	7,500(7)	$191,625
	1/25/2021	6,000(3)	153,300	7,500(8)	191,625
	3/23/2020	9,000(4)	229,950
	3/25/2019	6,000(5)	153,300
	3/26/2018	3,000(6)	76,650
Jane M. Funk	3/21/2022	6,000(2)	$153,300	6,000(7)	$153,300
	1/25/2021	6,000(3)	153,300
	3/23/2020	2,100(4)	53,655
	3/25/2019	1,400(5)	35,770
	3/26/2018	400(6)	10,220
Harlee N. Olafson	3/21/2022	7,500(2)	$191,625	7,500(7)	$191,625
	1/25/2021	6,000(3)	153,300	7,500(8)	191,625
	3/23/2020	9,000(4)	229,950
	3/25/2019	6,000(5)	153,300
	3/26/2018	3,000(6)	76,650
Brad L. Winterbottom	3/21/2022	7,500(2)	$191,625	7,500(7)	$191,625
	1/25/2021	6,000(3)	153,300	7,500(8)	191,625
	3/23/2020	9,000(4)	229,950
	3/25/2019	6,000(5)	153,300
	3/26/2018	3,000(6)	76,650
Bradley P. Peters	3/21/2022	6,000(2)	$153,300	6,000(7)	$153,300
	1/25/2021	8,000(3)	204,400
	3/23/2020	4,200(4)	107,310
	3/25/2019	1,400(5)	35,770

(1) The amounts set forth in the “Market Value of Shares or ~~other action~~Units of Stock That Have Not Vested” column are based on a Company stock price of $25.55 per share, which was the closing price per share on December 30, 2022 (the last trading day of the year).

(2) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2023, 2024, 2025, 2026 and 2027.

(3) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2023, 2024, 2025 and 2026.

(4) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2023, 2024 and 2025.

(5) The specified Time RSU award vests ratably over five years with future vesting dates of March 25, 2023 and 2024.

(6) The specified Time RSU award vests ratably over five years with a future vesting date of March 25, 2023.

(7) The number of Performance RSUs is reported at maximum performance, and the Performance RSUs are scheduled to vest on March 25, 2025.

(8) The number of Performance RSUs is reported at maximum performance, and the Performance RSUs are scheduled to vest on March 25, 2024.

2023 Proxy Statement | 40

Option Exercises and Stock Vested

The following table sets forth information for each of our NEOs regarding vesting of stock awards during the year ended December 31, 2022. None of our NEOs held any stock options during 2022.


	Stock Awards
Name	Number of Shares Acquired on Vesting	Value Realized on Vesting
David D. Nelson	15,304	$427,594(1)
Jane M. Funk	3,600	100,584(2)
Harlee N. Olafson	15,304	427,594(1)
Brad L. Winterbottom	15,304	427,594(1)
Bradley P. Peters	5,904	164,958(3)

(1) The realized value of Messrs. Nelson, Olafson and Winterbottom’s awards reflects the vesting of 15,304

restricted stock units each on March 25, 2022, with a closing stock price of $27.94.

(2) The realized value of Ms. Funk’s award reflects the vesting of 3,600 restricted stock units on

March 25, 2022, with a closing stock price of $27.94.

(3) The realized value of Mr Peters’ award reflects the vesting of 5,904 restricted stock units on

March 25, 2022, with a closing stock price of $27.94.

Nonqualified Deferred Compensation

The following table sets forth information concerning the benefits to which each NEO is entitled under the Deferred Compensation Plan as of December 31, 2022.


Name	Executive Contributions in 2022	Registrant Contributions in 2022	Aggregate Earnings in 2022(1)	Aggregate Withdrawals/Distributions in 2022	Aggregate Balance at December 31, 2022
David D. Nelson	$119,990	$—	$11,854	$—	$403,963
Jane M. Funk	20,000	—	1,300	—	42,397
Harlee N. Olafson	—	—	—	—	—
Brad L. Winterbottom	—	—	—	—	—
Bradley P. Peters	30,000	—	4,945	—	164,102

(1) The amounts reflected in ~~accordance~~the “Aggregate Earnings in 2022” column consists of interest credited annually at a rate equal to the prime rate determined annually on each January 1. The above-market portion of this interest in 2022 is reported for each officer in the Summary Compensation Table. The above-market portion is the amount of interest that exceeds 120 percent of the applicable federal long-term rate, compounding (as prescribed under Section 1274(d) of the Internal Revenue Code) at a rate that corresponds most closely to the rate established under the deferred compensation plan.

2023 Proxy Statement | 41

Potential Payments upon Termination of Employment or Change in Control

Each of our NEOs is party to an employment agreement with the ~~terms~~Company and West Bank pursuant to which the NEO is entitled to a minimum annual salary and participation in our annual incentive plan and other benefit plans.

The table below sets forth the estimated amount of compensation payable to each of our NEOs upon termination of such NEO’s employment in the event of (1) the NEO’s disability or death, (2) termination by the Company without cause or by the officer for good reason, in each case other than in connection with a change in control or (3) termination by the Company without cause or by the NEO for good reason, in each case during the period beginning six months before, and ending 24 months after, a change in control. The amounts shown assume the termination was effective as of December 31, 2022, and that the price of Company stock as of termination was the closing price of $25.55 on December 30, 2022 (the last trading day of the year). The value of the Performance RSUs included in the “Acceleration of Stock Awards” rows is reported at maximum performance. The actual amounts to be paid can be determined only following the NEO’s termination. We do not provide any ~~applicable~~benefits to our NEOs solely as a result of a change in control (no single-trigger benefits).


Name	Type of Payment	Payments Upon Disability or Death	Payments Upon Termination by the Company without Cause or by the Executive for Good Reason- No Change in Control	Payments Upon Termination by the Company without Cause or by the Executive for Good Reason-Change in Control
David D. Nelson	Cash Severance	$—	$1,557,776	$2,336,664
	Continuation of Insurance Benefits	—	45,972	45,972
	Acceleration of Stock Awards	1,188,075	—	1,188,075
	Total	$1,188,075	$1,603,748	$3,570,711

Jane M. Funk	Cash Severance	$—	$400,833	$801,667
	Continuation of Insurance Benefits	—	30,648	45,972
	Acceleration of Stock Awards	559,545	—	559,545
	Total	$559,545	$431,481	$1,407,184

Harlee N. Olafson	Cash Severance	$—	$530,916	$1,061,831
	Continuation of Insurance Benefits	—	30,648	45,972
	Acceleration of Stock Awards	1,188,075	—	1,188,075
	Total	$1,188,075	$561,564	$2,295,878

Brad L. Winterbottom	Cash Severance	$—	$530,916	$1,061,831
	Continuation of Insurance Benefits	—	30,648	45,972
	Acceleration of Stock Awards	1,188,075	—	1,188,075
	Total	$1,188,075	$561,564	$2,295,878

Bradley P. Peters	Cash Severance	$—	$426,190	$852,381
	Continuation of Insurance Benefits	—	30,648	45,972
	Acceleration of Stock Awards	654,080	—	654,080
	Total	$654,080	$456,838	$1,552,433

2023 Proxy Statement | 42

Termination and Change in Control Benefits under Employment Agreement with Mr. Nelson

The Company ~~clawback policy,~~is a party to an employment agreement with Mr. Nelson, with an effective date of July 23, 2012. Under his agreement, Mr. Nelson serves as ~~may~~the President and Chief Executive Officer of the Company and as the Chief Executive Officer of West Bank, as well as a member of the Board of Directors of both entities. The severance benefits are contingent upon Mr. Nelson’s execution of a general release of claims against the Company.

Term

The initial term of Mr. Nelson’s agreement ended on December 31, 2015, and extended automatically for an additional year on January 1, 2015 and each January 1 thereafter and will extend on each January 1 going forward unless either party gives notice of nonrenewal.

Compensation

As of December 31, 2022, Mr. Nelson was entitled to a minimum annual salary of $514,000 pursuant to the agreement, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans.

Severance

Upon the termination of Mr. Nelson’s employment by the Company without cause or by Mr. Nelson for good reason, the agreement entitles Mr. Nelson to severance payments equal to 200 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in 24 equal monthly installments following the date of termination, as well as 18 months of continued medical coverage at active employee rates.

Severance with change of control

If such termination occurs within six months prior to or two years following a change in control, Mr. Nelson will be entitled to severance payments equal to 300 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates.

Non-Competition Period

24 months following the termination of his employment.

Non-Solicitation Period

24 months following the termination of his employment.

Termination and Change in ~~effect from time~~Control Benefits under Employment Agreement with Ms. Funk

The Company is a party to ~~time, or any applicable law even if adopted after~~an employment agreement with Ms. Funk with an effective date of June 1, 2021. Under her agreement, Ms. Funk serves as Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank. The severance benefits are contingent upon Ms. Funk’s execution of a general release of claims against the Company.

Term

The initial term of Ms. Funk’s agreement continues until December 31, 2023, and will extend automatically for an additional year on January 1, 2023 and on each January 1 thereafter unless terminated in accordance with the terms of the agreement.

Compensation

As of December 31, 2022, Ms. Funk is entitled to a minimum annual salary of $300,000 pursuant to the agreement, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans.

Severance

Upon a termination of Ms. Funk’s employment by the Company without cause or by the executive for good reason, the agreement entitles the executive to severance payments equal to 100 percent of the sum of her base salary plus her average annual bonus for the prior three years, payable in 12 equal monthly installments following the date of termination, as well as 12 months of continued medical coverage at active employee rates.

Severance with change of control

If such termination occurs within six months prior to or two years following a change in control, the executive will be entitled to severance payments equal to 200 percent of the sum of her base salary plus her average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates.

Non-Competition Period

12 months following the termination of her employment.

Non-Solicitation Period

24 months following the termination of her employment.

Termination and Change in Control Benefits under Employment Agreements with Messrs. Olafson and Winterbottom

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

2023 Proxy Statement | 43

Term

The initial term under each agreement ended on December 31, 2014, and extended automatically for an additional year on January 1, 2014 and each January 1 thereafter and will extend on each January 1 going forward unless either party gives notice of nonrenewal.

Compensation

As of December 31, 2022, Messrs. Olafson and Winterbottom were each entitled to a minimum annual salary of $350,000 pursuant to their agreements, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans.

Severance

Upon a termination of the respective executive’s employment by the Company without cause or by the executive for good reason, the agreement entitles the executive to severance payments equal to 100 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in 12 equal monthly installments following the date of termination, as well as 12 months of continued medical coverage at active employee rates.

Severance with change of control

If such termination occurs within six months prior to or two years following a change in control, the executive will be entitled to severance payments equal to 200 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates.

Non-Competition Period

12 months following the termination of the respective executive’s employment.

Non-Solicitation Period

24 months following the termination of the respective executive’s employment.

Termination and Change in Control Benefits under Employment Agreement with Mr. Peters

The Company is a party to an employment agreement with Mr. Peters, with an effective date of April 29, 2021. Under his agreement, Mr. Peters serves as Executive Vice President of the Company and Executive Vice President and Minnesota Group President of West Bank. The severance benefits are contingent upon Mr. Peters’ execution of a general release of claims against the Company.

Term

The initial term of the agreement continues until December 31, 2023, and will extend automatically for an additional year on January 1, 2023 and on each January 1 thereafter unless terminated in accordance with the terms of the agreement.

Compensation

As of December 31, 2022, Mr. Peters is entitled to a minimum annual salary of $300,000 pursuant to the agreement, as well as participation in the Company’s annual incentive bonus plan and the Company’s other benefit plans.

Severance

Upon a termination of Mr. Peters’ employment by the Company without cause or by the executive for good reason, the agreement entitles the executive to severance payments equal to 100 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in 12 equal monthly installments following the date of termination, as well as 12 months of continued medical coverage at active employee rates.

Severance with change of control

If such termination occurs within six months prior to or two years following a change in control, the executive will be entitled to severance payments equal to 200 percent of the sum of his base salary plus his average annual bonus for the prior three years, payable in a lump sum, as well as 18 months of continued medical coverage at active employee rates.

Non-Competition Period

12 months following the termination of his employment.

Non-Solicitation Period

24 months following the termination of his employment.

Termination and Change in Control Benefits under 2017 and 2021 Equity Incentive Plans

All awards under the 2017 Equity Plan and the 2021 Equity Plan ~~becomes effective.~~

~~U.S. Federal Income Tax Considerations~~

~~The following is a summary of the U.S. federal income tax consequences that may arise in conjunction with participation in the 2021 Equity Plan.~~

~~Stock Awards.~~ A participant who has been granted a stock award generally will not realize taxable income at the time of grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject to restrictions that constitute a “substantial risk of forfeiture” for U.S. income tax purposes. Upon the later of delivery or vesting of shares subject to an award, the holder generally will realize ordinary income in an amount equal to the then ~~fair market value of those shares and the Company generally will be entitled to a corresponding deduction. Gains or losses realized~~held by the participant ~~upon disposition of~~will become fully vested immediately if (1) such ~~shares generally will be treated as capital gains~~plans and ~~losses, with~~their respective award agreements are not fully assumed in a change in control, or (2) such plans and their respective award agreements are fully assumed in the ~~basis~~change in such shares equal to the fair market value of the shares at the time of delivery or vesting. Dividends paid to the holder during the restriction period, if so provided, generally will also be compensation income tocontrol and the participant ~~and~~is terminated by the Company ~~will be entitled to~~or a ~~corresponding deduction.~~

~~Cash Incentive Awards.~~ A participant who has been granted a cash incentive award generally will not realize taxable income at the time of grant, provided that no cash is actually paid at the time of grant. Upon the payment of any cash in satisfaction of the cash incentive award,subsidiary without cause or the participant ~~generally will realize ordinary income in an amount equal to~~resigns for good reason.

Further, under the ~~cash award received~~2017 Equity Plan and ~~the Company will be entitled to a corresponding deduction.~~

~~Withholding of Taxes.~~ The Company may withhold amounts from participants to satisfy withholding tax requirements. Except as otherwise provided by the Compensation Committee, participants may tender cash, have shares withheld from awards or may tender previously owned shares to the Company to satisfy tax withholding requirements. The shares withheld from awards may not be used to satisfy more than the individual statutory tax rate for each applicable tax jurisdiction.

~~Change in Control.~~ ~~Any acceleration of the vesting or payment of awards under~~ the 2021 Equity Plan, all RSUs generally will become fully vested upon the participant’s termination of service due to the participant’s disability or death. In the event that the participant retires (as defined under each plan), the outstanding RSUs will continue to vest as scheduled provided that the participant signs a release and waiver and does not compete with the Company.

Under the 2021 Equity Plan, with respect to the Performance RSUs granted to our NEOs in 2021 and thereafter, the awards will vest immediately in connection with a change in control based upon the greater of actual performance through the date of a change in control or target level performance without proration.

2023 Proxy Statement | 44

Termination under Deferred Compensation Plan

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of our median employee’s annual total compensation and the annual total compensation of Mr. Nelson, our President and Chief Executive Officer (the “Pay Ratio”) as of December 31, 2022. The Pay Ratio, as set forth below, is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

We identified our median employee as of December 31, 2021, excluding Mr. Nelson, using a measure of “total cash compensation,” which is defined as the sum of base salary, bonus, incentives, holiday, paid time off and overtime pay, as reflected in our payroll records. We believe this is a reasonable measure of total compensation. Our employee population consisted of 181 employees as of December 31, 2021. This population includes all full-time and part-time employees. We annualized the compensation of employees who were hired during 2021, based on the portion of the year for which they were employed. No full-time equivalent adjustments were made for part-time employees. Since we do not widely distribute annual equity awards to our employees, such awards were excluded from our compensation measure for identifying our median employee.

To calculate the 2022 ratio of compensation of our median employee to that of Mr. Nelson, we calculated the median employee’s annual total compensation consistent with the calculation of Mr. Nelson’s annual total compensation as reported for 2022 in the ~~Company may cause part or all~~“Total” column of the consideration involved to be treated as an “excess parachute payment” under Section 280G of the Code, which may subject the participant to a 20 percent excise tax and preclude deduction by the Company.

~~Tax Advice~~

The preceding discussion is based on U.S. federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. federal income tax aspects of the 2021 Equity Plan. A participant may also be subject to state and local taxes in connection with the grant of awards under the 2021 Equity Plan. The Company strongly encourages participants to consult with their individual tax advisors to determine the applicability of the tax rules to the awards granted to them in their personal circumstances.

~~* * * * *~~

~~New Plan Benefits~~

Because the grant of awards under the 2021 Equity Plan is within the discretion of the Compensation Committee, and possibly subject to various performance factors which cannot, as yet, be determined, we cannot determine the dollar value or number of awards that will in the future be received by or allocated to any participant in the 2021 Equity Plan. No individual awards have been granted to any employee or director under the 2021 Equity Plan that are contingent on the approval of the Company’s stockholders. For information regarding awards issued to the Company’s named executive officers during 2020, please see the 2020 Summary Compensation Table included in ~~the Executive Compensation section of~~ this proxy statement. This includes total cash compensation as described above as well as Company matching and discretionary contributions to participants in our 401(k) retirement plan and equity awards, as applicable. The annual total compensation for the median employee was $72,040. Mr. Nelson’s total compensation was $1,262,648. The Pay Ratio of Mr. Nelson’s annual total compensation to the annual total compensation of the identified median employee as of December 31, 2022 was approximately 17.5 to 1.

Pay Versus Performance

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


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

(1) The CEO in 2022, 2021 and 2020 was Mr. Nelson.

(2) Non-CEO NEOs in 2022 were Messrs. Olafson, Winterbottom and Peters and Ms. Funk.

(3) Non-CEO NEOs in 2021 were Messrs. Gulling, Olafson, Winterbottom and Peters.

(4) Non-CEO NEOs in 2020 were Messrs. Gulling, Olafson and Winterbottom.

(5) See the table immediately following these footnotes for a reconciliation of the Summary Compensation Table compensation and the Compensation Actually Paid to the CEO and Non-CEO NEOs.

(6) The peer group consists of the S&P U.S. BMI Banks - Midwest Region Index.

2023 Proxy Statement | 45

~~Equity Compensation Plans~~

The following table ~~sets forth information regarding~~reconciles the Summary Compensation Table compensation to the Compensation Actually Paid in the above table.


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

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The most important financial performance measures used by the Company in setting compensation for the CEO and all non-CEO NEOs for 2022 are listed in the table below.


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

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Steven K. Gaer, Michael J. Gerdin, Sean P. McMurray and Steven T. Schuler. No Compensation Committee members have been officers or employees of the Company or West Bank. No NEO of the Company served as a director or member of the compensation committee of any other entity whose executive officers served as a member of our Board or a member of the Compensation Committee.

2023 Proxy Statement | 47

Proposal 2. Approve the 2022 Compensation of the Company’s ~~equity~~Named Executive Officers.

Section 14A of the Exchange Act requires the Company to conduct an advisory stockholder vote to approve the compensation ~~plans~~of NEOs. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to endorse or not endorse the Company’s pay program for its NEOs. We currently hold our say-on-pay vote every year. The Company is requesting stockholder approval, on an advisory basis, of ~~December 31, 2020.~~the compensation of the Company’s NEOs for 2022 as listed in the Summary Compensation Table, appearing in the “Executive Compensation” section in this proxy statement, and as described in more detail in this proxy statement. The Company believes that its executive compensation programs, as explained in the “Executive Compensation” section of this proxy statement, are straightforward and reasonable. As explained, the general objectives of, and important factors for, the Company’s executive compensation program include significant emphasis on the long-term success of the Company through long-term performance of its executives. Stockholders are urged to carefully read the “Executive Compensation” section of this proxy statement, as well as the Summary Compensation Table and narrative disclosures that describe the compensation of our NEOs in 2022. The Board has previously approved the 2022 compensation.

Number of shares to be Weighted-average Number of shares remaining available
issued upon exercise of exercise price of for future issuance under equity
outstanding options, outstanding options, compensation plans (excluding shares
warrants and rights warrants and rights reflected in column (a))
Plan Category (a) (b) (c)
Equity compensation plans
approved by stockholders (1)
390,265 —
338,035(2)
Equity compensation plans not
approved by stockholders — — —
Total 390,265 — 338,035
The following resolution is submitted for stockholder approval:

~~(1) Includes~~

“RESOLVED, that West Bancorporation, Inc.’s stockholders approve, on an advisory basis, its executive compensation as described in the section captioned ‘Executive Compensation’ and the tabular disclosure regarding named executive officer compensation contained in the West Bancorporation Inc. ~~2012 Equity Incentive Plan approved by stockholders on April 26, 2012, and the West Bancorporation, Inc. 2017 Equity Incentive Plan approved by stockholders on April 27, 2017.~~proxy statement dated March 7, 2023.”

(2) Reflects the number of shares available for issuance under the West Bancorporation, Inc. 2017 Equity Incentive Plan as nonqualified and incentive stock options, stock appreciation rights and stock awards.

~~Stockholder Vote Necessary to Approve the 2021 Equity Plan~~

Approval of ~~the 2021 Equity Plan~~this resolution requires that the number of votes cast ~~“for”~~“FOR” the proposal exceed the number of votes cast ~~“against”~~“AGAINST” such proposal. In tabulating the votes, abstentions and broker non-votes will be disregarded and have no effect on the outcome of the vote.

~~Board Recommendation~~

~~The Board recommends a~~ While this say-on-pay vote ~~“FOR” approval~~is required, as provided in Section 14A of the ~~West Bancorporation, Inc. 2021 Equity Incentive Plan. Properly executed proxies~~Exchange Act, it is not binding on the ~~accompanying proxy card~~Board and may not be construed as overruling any decision by the Board. However, the Compensation Committee will ~~be voted “FOR” approval~~take into account the outcome of the ~~2021 Equity Plan unless contrary instructions are given.~~votes when considering future compensation arrangements.


ü			The Board recommends a vote “FOR” approval of the 2022 compensation of the named executive officers. Properly executed proxies on the accompanying proxy card will be voted “FOR” approval of the 2022 compensation of the named executive officers unless contrary instructions are given.

2023 Proxy Statement | 48

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

Proposal 4. 3. Ratify the Appointment of Independent Registered Public Accounting Firm.

The Audit Committee of the Board has reappointed RSM US LLP (“RSM”), independent ~~certified~~registered public accountants, as the Company’s independent registered public accounting firm for the year ending December 31, ~~2021.~~2023. RSM will conduct the annual audit of the Company and its ~~subsidiary~~subsidiaries for ~~2021.~~2023. RSM has served as the Company’s independent registered public accounting firm since 1998. In support of the reappointment of RSM as the Company’s independent registered public accounting firm, the Audit Committee considered the following factors:

•The firm’s independence, objectivity and professional skepticism;

•The firm’s compliance with the SEC requirement to rotate the lead engagement partner and concurring review partner every five years;

•Quality of services provided;

•Quality of communication and interaction with the firm;

•A review of the firm’s most recent Public Company Accounting Oversight Board (“PCAOB”) inspection report; and

•Audit and non-audit fees.

The Company is asking its stockholders to ratify the appointment of RSM as the Company’s independent registered public accounting firm for ~~2021.~~2023. A description of the fees for services rendered by RSM for ~~2020~~2022 and ~~2019~~2021 and a description of the Company’s policy regarding the approval of independent registered public accountants’ fees are set forth ~~below.~~in the next sub-section.

In the event the stockholders fail to ratify the appointment, the Audit Committee will consider this factor when making any future determination regarding RSM. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

Ratification of the appointment of RSM requires that the number of votes cast ~~“for”~~“FOR” the proposal exceed the number of votes cast ~~“against”~~“AGAINST” such proposal. In tabulating the votes, abstentions and broker non-votes will be disregarded and have no effect on the outcome of the vote.

A representative from RSM will be present at the Annual Meeting. The representative will have the opportunity to make a statement and will be available to respond to appropriate questions from stockholders.

The Board recommends a vote “FOR” the ratification of the appointment of RSM as our independent registered public accounting firm for the year ending December 31, 2021. Properly executed proxies on the accompanying proxy card will be voted “FOR” the ratification of the appointment of RSM as the independent registered public accounting firm for the year ending December 31, 2021,


ü			The Board recommends a vote “FOR” the ratification of the appointment of RSM as our independent registered public accounting firm for the year ending December 31, 2023. Properly executed proxies on the accompanying proxy card will be voted “FOR” the ratification of the appointment of RSM as the independent registered public accounting firm for the year ending December 31, 2023, unless contrary instructions are given.

2023 Proxy Statement | 49

Audit Fees

During the period covering the fiscal years ended December 31, ~~2020~~2022 and ~~2019,~~2021, RSM performed the professional services listed in the following table.


		2020	2019		2022	2021
Audit fees (1)	Audit fees (1)	$308,378	$293,941	Audit fees (1)	$335,000	$320,250
Audit-related fees (2)	Audit-related fees (2)	29,600	27,900	Audit-related fees (2)	84,000	31,000
Tax fees (3)	Tax fees (3)	7,088	6,752	Tax fees (3)	12,978	9,503
All other fees (4)	All other fees (4)	27,566	49,426	All other fees (4)	12,345	9,660
Total	Total	$372,632	$378,019	Total	$444,323	$370,413

(1)Audit fees represent fees for professional services provided for the audit of the Company’s annual financial statements, review of the Company’s quarterly financial statements in connection with the filing of current and periodic reports and reporting on internal controls in accordance with Section 404 of the Sarbanes-Oxley Act.

(2)Audit-related fees represent fees for professional services provided for the audit of the Company’s 401(k) retirement ~~plan.~~plan and fees related to procedures performed in conjunction with the Company’s subordinated debt offering in 2022.

(3)Tax fees represent fees for professional services related to tax compliance, which included review of tax returns, tax planning and advice, ~~on certain tax issues.~~and a cost segregation study in 2022.

(4)All other fees represent fees for information technology services.

The Audit Committee considered whether the non-audit services provided to the Company by RSM are compatible with maintaining RSM’s independence and concluded that the independence of RSM is not compromised by the provision of such services. The Audit Committee pre-approves all audit services and permitted non-audit services, including the fees and terms of those services, to be performed for the Company by its independent registered public accounting firm prior to engagement.

Audit Committee Report

The incorporation by reference of this proxy statement into any document filed with the SEC by the Company shall not be deemed to include the following report unless such report is specifically stated to be incorporated by reference into such document.

The Audit Committee hereby states as follows:

•It has reviewed and discussed the audited financial statements as of and for the year ended December 31, ~~2020,~~2022, with management;

•It has discussed with the independent ~~auditors~~registered public accountants the matters required to be discussed by the applicable requirements of the PCAOB and the SEC;

•It has received the written disclosures and the letter from our independent auditor, RSM, required by applicable requirements of the PCAOB regarding the independent ~~auditor’s~~registered public accountant’s communications with the Audit Committee concerning independence and has discussed with the independent ~~auditor~~registered public accountants, the independent ~~auditor’s~~registered public accountant’s independence, qualifications and performance;

•At each of its meetings, it has met with the internal auditors and independent ~~auditors,~~registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

•It has reviewed and approved or ratified all related-party transactions between the Company and its directors;

•Based on the review and discussions referred to above, it recommended to the Board that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2020,~~2022, for filing with the SEC;

•The Board has reviewed and approved the Audit Committee charter;

•It has discussed with the Company’s internal and independent ~~auditors~~registered public accountants the overall scope and plans for their respective audits; and

•It has selected RSM, as the independent registered public accounting firm, ~~as the principal accountant~~ for ~~2021.~~2023.

The undersigned members of the Audit Committee have submitted this report.

Steven T. Schuler, Chair

~~David R. Milligan~~

James W. Noyce

Rosemary Parson

Therese M. Vaughan

2023 Proxy Statement | 50

GENERAL MATTERS

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 17, 2023 (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 7, 2023, 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 12 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 2022 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 2023 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.
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 12 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 2023 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.

2023 Proxy Statement | 51


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.
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 16,640,413 shares of common stock issued and outstanding, all of which were entitled to vote. Therefore, at least 8,332,207 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 12 nominees. We have no reason to believe any nominee will be unable to stand for election.

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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 12 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, 2023. 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.
What is householding?			In some instances, only one notice is being delivered to two or more stockholders who share an address. The Company will promptly deliver a notice to any stockholder who makes such a request. Any stockholder who wishes to receive a separate copy of the notice in the future may notify Melissa L. Gillespie, Corporate Secretary, at 1601 22nd Street, West Des Moines, Iowa 50266, or by calling 515-222-2300. Alternatively, any stockholders sharing an address who are receiving multiple copies of the notice may also notify Ms. Gillespie to request delivery of only one copy.

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.

Certain Relationships and Related Transactions

Certain directors of the Company have direct and indirect material interests in loans made by West Bank. All the loans were made in West Bank’s ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with other persons not related to West Bank or the Company, and did not involve more than the normal risk of collectability or present other unfavorable features. None of the loans have been classified as nonaccrual, past due, troubled debt restructured or potential problem loans.The Board considered these loans when reviewing the independence of its directors and determined that such loans did not prevent the relevant directors from being able to serve as independent directors. Similarly, all certificates of deposit and depository relationships with these persons were made in the ordinary course of business and involved substantially the same terms, including interest rates, as those prevailing at the time for comparable depository relationships with persons not related to the Company or West Bank.

The Audit Committee’s charter requires the Audit Committee to review and approve all related-party transactions that must be disclosed. All transactions between the Company or its subsidiaries and any related person, including loans made by West Bank involving $120,000 or more, are reviewed to determine whether all material facts of the transaction are known to the Audit Committee, the transaction complies with known legal requirements, and the transaction is fair to the Company and West Bank. The Audit Committee completed the required review of the fiscal year ~~2020~~2022 related-party transactions, and all transactions were approved and ratified.

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~~2022~~

2024 Stockholder Proposals

In order for a proposal from a stockholder to be eligible for inclusion in the Company’s proxy statement and proxy card relating to the ~~2022~~2024 annual meeting of stockholders, the proposal must be received by the Company by November ~~1, 2021.~~8, 2023. However, if the date of the ~~2022~~2024 annual meeting is changed by more than 30 days from April ~~29, 2022,~~27, 2024, the proposal must be received a reasonable time before the Company begins to print and send its proxy materials for the ~~2022~~2024 annual meeting in order to be eligible for inclusion in the Company’s proxy statement and proxy card. Upon timely receipt of any such proposal, the Company will determine whether to include such proposal in the proxy statement and proxy card in accordance with applicable SEC regulations governing stockholder proposals and the solicitation of proxies.

In order for a stockholder to propose other business to be considered at the ~~2022~~2024 annual meeting (but not included in the Company’s proxy statement) the stockholder must deliver written notice of the proposed business to the Corporate Secretary of the Company ~~prior to~~not later than January ~~15, 2022,~~22, 2024, which is 45 days prior to the first anniversary date of the date stockholders received access to the proxy ~~statement mailing date~~materials for the preceding year’s annual meeting. The notice must contain the information required by the Company’s bylaws.

Stockholders wishing to recommend names of individuals for possible nomination to the Board may do so according to the following procedures:

1.Submit the recommendation to Ms. ~~Jensen,~~Gillespie, Corporate Secretary of the Company, no later than November ~~1, 2021,~~8, 2023, which is 120 days prior to the anniversary of this year’s proxy mailing date.

2.Prove the person making the recommendation is a Company stockholder who owns shares with a market value of at least $2,000 at the time the submission is provided.

3.If the person being recommended is aware of the submission, include a signed statement from such nominee so indicating.

4.If the person being recommended is not aware of the submission, include an explanation why the nominee is not aware of his or her nomination.

5.Comply with the additional requirements as described in Article III, Section 15 of the Company’s Amended and Restated Bylaws.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the board of directors’ nominees must provide notice that sets forth the information required by SEC Rule 14a-19 no later than November 8, 2023 (unless we move the meeting up or delay it by more than 30 days from April 27, 2024).

The written submission must be mailed or hand delivered to:

Ms. ~~Alice A. Jensen~~Melissa L. Gillespie

Corporate Secretary

West Bancorporation, Inc.

1601 22nd Street

West Des Moines, Iowa 50266

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Stockholder Communications

It is the general policy of the Board that management speaks for the Company. To the extent stockholders wish to communicate with a Company representative, they may do so by contacting ~~Douglas Gulling,~~Ms. Jane M. Funk, Executive Vice President, ~~Treasurer and~~ Chief Financial Officer and Treasurer, 1601 22nd Street, West Des Moines, Iowa 50266. ~~Mr. Gulling~~Ms. Funk may be reached by telephone at 515-222-2300 or by email at ~~dgulling@westbankstrong.com.~~jfunk@westbankstrong.com.

The Company has a process for stockholders to send communications to the Board or any of its individual members. Any stockholder wishing to communicate with one or more Board members should address a written communication to ~~Mr. Gulling~~Ms. Funk at ~~one of~~ the ~~addresses~~address noted above. ~~Mr. Gulling~~Ms. Funk will forward all appropriate stockholder communications to the full Board or its individual members as appropriate. ~~Mr. Gulling~~Ms. Funk will generally not forward communications that are primarily commercial in nature or related to an improper or irrelevant topic.

~~Form 10-K~~

The Company has included a copy of its annual report on Form 10-K for the year ended December 31, 2020, as filed with the SEC, with this proxy statement. A request for an additional copy should be directed to Alice A. Jensen, Corporate Secretary, West Bancorporation, Inc., 1601 22nd Street, West Des Moines, Iowa 50266 or by calling 515-222-2300. The Company’s Form 10-K is also available on the SEC’s website at www.sec.gov, and through a link at the Investor Relations — SEC Filings — Documents section of the Company’s website (www.westbankstrong.com).

~~Delivery of Documents to Stockholders Sharing an Address~~

In some instances, only one annual report or proxy statement is being delivered to two or more stockholders who share an address. The Company will promptly deliver additional copies of its proxy statement, summary annual report, and the annual report on Form 10-K to any stockholder who makes such a request. Any stockholder who wishes to receive separate copies of these documents in the future may notify Alice A. Jensen, Corporate Secretary, at 1601 22nd Street, West Des Moines, Iowa 50266, or by calling 515-222-2300. Alternatively, any stockholders sharing an address who are receiving multiple copies of these documents may also notify Ms. Jensen to request delivery of only one copy.

By Order of the Board of Directors,

/s/ ~~Alice A. Jensen~~Melissa L. Gillespie

~~Alice A. Jensen~~Melissa L. Gillespie

Vice President ~~and~~

Corporate Secretary

Assistant General Counsel

West Bancorporation, Inc.

March ~~1, 2021~~7, 2023

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~~EXHIBIT A~~

~~WEST BANCORPORATION, INC.~~

~~2021 EQUITY INCENTIVE PLAN~~

~~Article 1~~

~~INTRODUCTION~~

~~Section 1.1~~ ~~Purpose, Effective Date and Term~~. ~~The purpose of this~~ ~~West Bancorporation, Inc. 2021 Equity Incentive Plan~~ is to: (a) promote the growth, profitability and long-term financial success of West Bancorporation, Inc. and its Subsidiaries; (b) incentivize officers, other employees, and non-employee directors of the Company and its Subsidiaries to achieve long-term corporate objectives; (c) attract and retain officers, other employees, and non-employee directors who can and do contribute to such financial success, and to further align their interests with those of the Company’s Stockholders; and (d) provide such individuals with an opportunity to acquire Shares of the Company’s common stock. The “~~Effective Date” of the Plan is April 29, 2021, the date of the approval of the Plan by the Stockholders. The Plan shall remain in effect as long as any Awards are outstanding;~~ ~~provided, however,~~ ~~that no Awards may be granted after the 10-year anniversary of the Effective Date.~~

~~Section 1.2~~ ~~Participation~~. ~~Each employee and director of the Company and each Subsidiary who is granted, and currently holds, an Award in accordance with the provisions of the Plan shall be a “Participant” in the Plan. Award recipients shall be limited to employees and directors of the Company and its Subsidiaries;~~ ~~provided, however,~~ ~~that an Award may be granted to an individual prior to the date on which he or she first performs services as an employee or director,~~ ~~provided~~ ~~that such Award does not become vested prior to the date such individual commences such services.~~

~~Section 1.3~~ ~~Definitions~~. ~~Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of~~ ~~Article 8~~).

~~Article 2~~

~~AWARDS~~

~~Section 2.1~~ ~~General~~. Any Award may be granted singularly, in combination with another Award (or Awards), or in tandem whereby the vesting of one Award held by a Participant cancels another Award held by the Participant. Each Award shall be subject to the provisions of the Plan and such additional provisions as the Committee may provide with respect to such Award and as may be evidenced in the Award Agreement. An Award may be granted as an alternative to or replacement of an existing award under the Plan, any other plan of the Company or a Subsidiary, a Predecessor Plan, or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or a Subsidiary, including the plan of any entity acquired by the Company or a Subsidiary. The types of Awards that may be granted include the following:

a.~~Stock Awards.~~ A stock award is a grant of Shares or a right to receive Shares (or their cash equivalent or a combination of both, as shall be reflected in the respective Award Agreement) in the future. Such Awards may include bonus shares, stock units, performance shares, performance units, restricted stock, restricted stock units, deferred stock units or any other equity-based Award as determined by the Committee.

b.~~Cash Incentive Awards~~. A cash incentive award is the grant of a right to receive a payment of cash (or Shares having a value equivalent to the cash otherwise payable, all as shall be reflected in the respective Award Agreement) determined on an individual basis or as an allocation of an incentive pool that is contingent on the achievement of performance objectives established by the Committee.

~~Section 2.2~~ ~~Minimum Vesting Period~~. If the right to become vested in an Award granted to an employee Participant is conditioned on the completion of a specified period of service with the Company or its Subsidiaries, without achievement of performance measures or other performance objectives (whether or not related to the performance measures) being required as a condition of vesting, and without it being granted in lieu of, or in exchange for, other compensation, or other Awards, then the required period of service for full vesting shall not be less than one (1) year (subject to acceleration of vesting, to the extent permitted by the Committee, as provided herein); ~~provided, however, that the required period of service for full vesting with respect to stock awards shall not apply to Awards that do not in the aggregate exceed 5% of the total Share reserve set forth in~~ ~~Section 3.2(a)~~.

~~Section 2.3~~ ~~Dividends and Dividend Equivalents~~. Any Award may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award, which payments may be made currently or credited to an account for the Participant, may be settled in cash or Shares and may be subject to terms or provisions similar to the underlying Award or such other terms and conditions as the Committee may deem appropriate; ~~provided~~ ~~that in no event may such payments or deliveries be made unless and until the Award to which they relate vests.~~

~~A-1~~

~~Section 2.4~~ ~~Forfeiture of Awards~~. Unless specifically provided to the contrary in an Award Agreement, upon notification of Termination of Service for Cause, any outstanding Award held by a Participant, whether vested or unvested, shall terminate immediately, such Award shall be forfeited and the Participant shall have no further rights thereunder.

~~Section 2.5~~ ~~Deferred Compensation~~. The Plan is, and all Awards are, intended to be exempt from (or, in the alternative, to comply with) Code Section 409A, and each shall be construed, interpreted and administered accordingly. The Company does not guarantee that any benefits that may be provided under the Plan will satisfy all applicable provisions of Code Section 409A. If any Award would be considered “deferred compensation” under Code Section 409A (“~~Deferred Compensation~~”), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or the applicable Award Agreement, without the consent of the Participant, to avoid the application of, or to maintain compliance with, Code Section 409A. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this ~~Section 2.6~~ shall maintain, to the extent practicable, the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award shall be deemed to constitute the Participant’s acknowledgment of, and consent to, the rights of the Committee under this ~~Section 2.6~~, without further consideration or action. Any discretionary authority retained by the Committee pursuant to the terms of the Plan or pursuant to an Award Agreement shall not be applicable to an Award that is determined to constitute Deferred Compensation, if such discretionary authority would contravene Code Section 409A.

~~Article 3~~

~~SHARES SUBJECT TO PLAN~~

~~Section 3.1~~ ~~Available Shares~~. The Shares with respect to which Awards may be granted shall be Shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including Shares purchased in the open market or in private transactions.

~~Section 3.2~~ ~~Share Limitations~~.

a.~~Share Reserve. Subject to the following provisions of this~~ ~~Section 3.2~~, the maximum number of Shares that may be delivered under the Plan shall be 625,000 Shares (all of which may be granted as full value awards). The maximum number of Shares available for delivery under the Plan and the number of Shares subject to outstanding Awards shall be subject to adjustment as provided in ~~Section 3.4. For purposes of this~~ ~~Section 3.2, tandem Awards shall not be double-counted and Awards payable solely in cash shall not be counted. As of the Effective Date, no new awards will be granted under the Predecessor Plan;~~ ~~provided, however~~, for the avoidance of doubt, that all existing awards granted under such Predecessor Plan prior to the Effective Date will remain in full force and effect and will continue to be governed by the terms of the Predecessor Plan and the award agreements thereunder.

i.To the extent any Shares covered by an Award under the Plan or the Predecessor Plan are not delivered to a Participant or beneficiary for any reason, including because the Award is forfeited (including unvested stock awards), canceled, or settled in cash, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan and shall again become eligible for delivery under the Plan.

b.~~Reuse of Shares.~~ ~~If any Award or any outstanding award granted under the Predecessor Plan (a “Predecessor Plan Award~~”) is cancelled by mutual consent or terminates or expires for any reason, or if Shares pursuant to an Award or a Predecessor Plan Award are forfeited pursuant to applicable restrictions, or if payment in respect of an Award or a Predecessor Plan Award is made to the Participant or Predecessor Plan Award holder in the form of cash, cash equivalents or property other than Shares, the number of Shares subject thereto shall again be available for purposes of the Plan. Notwithstanding the foregoing, Shares that are delivered or withheld for purposes of satisfying a tax withholding obligation shall not become available for purposes of the Plan

~~Section 3.3~~ ~~Limitations on Grants to Director Participants~~. ~~With respect to any Award to a Director Participant:~~

a.~~Stock Awards.~~ ~~The maximum number of Shares that may be subject to stock awards that are granted to any one Director Participant during any calendar year shall be 10,000.~~

b.~~Cash Incentive Awards and Stock Awards Settled in Cash.~~ ~~Director Participants shall not be granted Cash Incentive Awards.~~

c.~~Director Election.~~ ~~The foregoing limitations shall not apply to cash-based Director fees that the Director elects to receive in the form of Shares or Share based units equal in value to the cash‑based Director fee.~~

~~A-2~~

~~Section 3.4~~ ~~Corporate Transactions; Adjustments~~. To the extent permitted under Code Section 409A, and to the extent applicable, in the event of a corporate transaction involving the Company or the Shares (including any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, or other similar event which the Committee determines affects the Shares such that an adjustment pursuant to this ~~Section 3.4~~ ~~is appropriate to prevent the enlargement or dilution of rights), all outstanding Awards, the number of Shares available for delivery under the Plan under~~ ~~Section 3.2~~ ~~and each of the specified limitations set forth in~~ ~~Section 3.3~~ ~~shall be adjusted automatically to proportionately and uniformly reflect such transaction;~~ ~~provided, however,~~ ~~that, subject to~~ ~~Section 3.4~~, the Committee may otherwise adjust Awards (or prevent such automatic adjustment) as it deems necessary, in its sole discretion, to preserve the benefits or potential benefits of the Awards and the Plan. Action by the Committee under this ~~Section 3.4~~ may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; and (iii) any other adjustments that the Committee determines to be equitable (which may include (A) replacement of an Award with another award that the Committee determines has comparable value and that is based on stock of a company resulting from a corporate transaction, and (B) cancellation of an Award in return for cash payment of the current value of the Award, determined as though the Award were fully vested at the time of payment.

~~Section 3.5~~ ~~Delivery of Shares~~. ~~Delivery of Shares or other amounts under the Plan shall be subject to the following:~~

a.~~Compliance with Applicable Laws.~~ Notwithstanding any provision of the Plan to the contrary, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws and the applicable requirements of any securities exchange or similar entity.

b.~~No Certificates Required.~~ To the extent that the Plan provides for the delivery of Shares, the delivery may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

~~Article 4~~

~~CHANGE IN CONTROL~~

~~Section 4.1~~ ~~Consequence of a Change in Control. Subject to the provisions of~~ ~~Section 3.4~~ ~~(relating to the adjustment of shares), and except as otherwise provided in the Plan or in any Award Agreement, at the time of a Change in Control:~~

a.Subject to any forfeiture and expiration provisions otherwise applicable to the respective Awards, all stock awards and cash incentive awards under the Plan then held by the Participant shall become fully earned and vested immediately if, (i) immediately following a Change in Control the Plan and the respective Award Agreements are not the obligations of the entity, whether the Company, a successor thereto or an assignee thereof, that conducts following a Change in Control substantially all of the business conducted by the Company and its Subsidiaries immediately prior to such Change in Control, or (ii) the Plan and the respective Award Agreements are the obligations of the entity, whether the Company, a successor thereto or an assignee thereof, that conducts following a Change in Control substantially all of the business conducted by the Company and its Subsidiaries immediately prior to such Change in Control and the Participant incurs a Termination of Service without Cause or the Participant resigns for Good Reason following such Change in Control.

b.~~Notwithstanding the foregoing provisions of this~~ ~~Section 4.1~~,if the vesting of an outstanding Award is conditioned upon the achievement of performance measures, then such Awards shall be earned and vested immediately on the date of the Change in Control, based upon the greater of (i) actual performance through the date of the Change in Control; or (ii) target level performance, in each case as determined by the Committee, and without pro ration for the amount of the applicable performance period completed as of the date of the Change in Control.

~~Section 4.2~~ ~~Definition of Change in Control~~.

a.“~~Change in Control~~”~~has the meaning set forth for such term in the Participant’s employment or change in control agreement (or other similar agreement) with the Company or a Subsidiary,~~ ~~provided~~ that the Award does not constitute Deferred Compensation (in which case, the definition in effect as of the date of grant of the Award shall control); or, if the Participant’s agreement lacks such definition or the Participant has not entered into such an agreement, means the first to occur of the following:

i.The date of the consummation of the acquisition by any “person” (as such term is defined in Section 13(d) and 14(d) of the Exchange Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 51 percent or more of the combined voting power of the then outstanding securities eligible to vote for the election of the Board (the “~~Company Voting Securities”);~~

~~A-3~~

~~ii.~~During any 12 month period, the individuals who, as of the Effective Date, are members of the Board cease for any reason to constitute a majority of the Board, unless either the election, or nomination for election by, the Stockholders of any new Company director was approved by a vote of a majority of the Board, in which case such new director shall, for purposes of the Plan, be considered as a member of the Board; or

~~iii.~~The date of the consummation by the Company of (i) a merger, consolidation or other similar transaction if the Stockholders immediately before such merger, consolidation or other similar transaction, do not, as a result of such merger, consolidation or other similar transaction, own directly or indirectly, more than forty-nine percent (49%) of the combined voting power of the then outstanding securities eligible to vote for the election of the board of directors of the entity resulting from such merger, consolidation or other similar transaction, in substantially the same proportion as their ownership of the combined voting power of the Company Voting Securities outstanding immediately before such merger, consolidation or other similar transaction or (ii) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of, all or substantially all of the assets of the Company.

b.Notwithstanding any provision in the foregoing definition of a Change in Control to the contrary, a Change in Control shall not be deemed to occur solely because fifty-one percent (51%) or more of the Company Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the entity or (ii) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Stockholders in substantially the same proportion as their ownership of Stock immediately prior to such acquisition.

c.Further notwithstanding any provision in the foregoing definition of a Change in Control to the contrary, in the event that any Award constitutes Deferred Compensation and the settlement of, or distribution of benefits under, such Award is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Code Section 409A.

~~Article 5~~

~~COMMITTEE~~

~~Section 5.1~~ ~~Administration~~. ~~The authority to control and manage the operation and administration of the Plan shall be vested in the Committee in accordance with this~~ ~~Article 5. The Committee shall be selected by the Board,~~ ~~provided~~ that the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” (within the meaning of Rule 16b-3 promulgated under the Exchange Act) and an “independent director” (within the meaning of the rules of the securities exchange which then constitutes the principal listing for the Stock), in each case to the extent required by the Exchange Act or the applicable rules of the securities exchange which then constitutes the principal listing for the Stock, respectively. Subject to the applicable rules of any securities exchange or similar entity, if the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.

~~Section 5.2~~ ~~Powers of Committee~~. ~~In connection with controlling and managing the operation and administration of the Plan, the Committee will have the authority in its sole discretion to:~~

a.~~exercise all of the powers granted to it under the Plan;~~

b.~~construe, interpret and implement the Plan and all Award Agreements;~~

c.~~prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing the Committee’s own operations;~~

d.~~make all determinations necessary or advisable in administering the Plan;~~

e.~~correct any defect, supply any omission and reconcile any inconsistency in the Plan;~~

f.~~amend the Plan to reflect changes in applicable law;~~

g.grant, or recommend to the Board for approval to grant, Awards and determine who will receive Awards, when such Awards will be granted and the terms of such Awards, including setting forth provisions with regard to the effect of a Termination of Service on such Awards and conditioning the vesting of, or the lapsing of any applicable vesting restrictions or other vesting conditions on, Awards upon the attainment of performance goals and/or upon continued service;

~~A-4~~

h.~~subject to~~ ~~Section 6.1~~ ~~and as permitted under Code Section 409A, amend any outstanding Award Agreement in any respect, including, without limitation, to:~~

i.accelerate the time or times at which the Award becomes vested or unrestricted (and, in connection with such acceleration, the Committee may provide that any Shares acquired pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Participant’s underlying Award);

~~ii.~~accelerate the time or times at which Shares are delivered under the Award (and, without limitation on the Committee’s rights, in connection with such acceleration, the Committee may provide that any Shares delivered pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Participant’s underlying Award);

~~iii.waive or amend any goals, restrictions, vesting provisions or conditions set forth in such Award Agreement, or impose new goals, restrictions, vesting provisions and conditions; or~~

~~iv.reflect a change in the Participant’s circumstances (e.g., a change to part-time employment status or a change in position, duties or responsibilities); and~~

i.~~determine at any time whether, to what extent and under what circumstances and the method or methods:~~

i.Awards may be (A) settled in cash, Shares, other securities, other Awards or other property (in which event, the Committee may specify what other effects such settlement will have on the Participant’s Award, including the effect on any repayment provisions under the Plan or Award Agreement); or (B) canceled, forfeited or suspended;

~~ii.~~Shares, other securities, other Awards or other property and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Participant thereof or of the Committee;

~~iii.to the extent permitted under applicable law, loans (whether or not secured by Shares) may be extended by the Company with respect to any Awards; and~~

~~iv.Awards may be settled by the Company, any of its Subsidiaries or affiliates or any of their designees.~~

~~Section 5.3~~ ~~Delegation by Committee~~. Except to the extent prohibited by applicable law, the applicable rules of any securities exchange or similar entity, the Plan, the charter of the Committee, or as necessary to comply with the exemptive provisions of Rule 16b-3 of the Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers under the Plan to any person or persons selected by it. The acts of such delegates shall be treated under the Plan as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards granted. Any such allocation or delegation may be revoked by the Committee at any time.

~~Section 5.4~~ ~~Information to be Furnished to Committee~~. As may be permitted by applicable law, the Company and each Subsidiary shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties under the Plan. The records of the Company and each Subsidiary as to an employee’s or Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive with respect to all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons entitled to benefits under the Plan shall furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

~~Section 5.5~~ ~~Expenses and Liabilities~~. All expenses and liabilities incurred by the Committee in the administration and interpretation of the Plan or any Award Agreement shall be borne by the Company. The Committee may employ attorneys, consultants, accountants or other persons in connection with the administration and interpretation of the Plan, and the Company, and its officers and directors, shall be entitled to rely upon the advice, opinions and valuations of any such persons.

~~A-5~~

~~Article 6~~

~~AMENDMENT AND TERMINATION~~

~~Section 6.1~~ ~~General~~. Unless otherwise determined by the Board, Stockholder approval of any amendment or termination of the Plan will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange on which the Shares are traded or self-regulatory agency, and subject to the foregoing, the Board may, as permitted by law, at any time, amend or terminate the Plan, and may amend any Award Agreement; ~~provided~~, ~~however, that no amendment or termination may (except as provided in~~ ~~Section 2.6~~, ~~Section 3.4~~ ~~and~~ ~~Section 6.2~~), in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), impair the rights of any Participant or beneficiary under any Award granted prior to the date such amendment or termination is adopted by the Board; and ~~provided, further~~, that, no amendment may (a) materially increase the benefits accruing to Participants under the Plan; (b) materially increase the aggregate number of securities that may be delivered under the Plan, other than pursuant to ~~Section 3.4, or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or (c) immediately above is approved by the Stockholders.~~

~~Section 6.2~~ ~~Amendment to Conform to Law~~. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or the Award Agreement to any applicable law. By accepting an Award, the Participant shall be deemed to have acknowledged and consented to any amendment to an Award made pursuant to this ~~Section 6.2~~, ~~Section 2.6~~ or ~~Section 3.4~~ ~~without further consideration or action.~~

~~Article 7~~

~~GENERAL TERMS~~

~~Section 7.1~~ ~~No Implied Rights~~.

a.~~No Rights to Specific Assets.~~ No person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or any Subsidiary, including any specific funds, assets, or other property that the Company or a Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Shares or amounts, if any, distributable in accordance with the provisions of the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan or an Award Agreement shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to provide any benefits to any person.

b.~~No Contractual Right to Employment or Future Awards.~~ The Plan does not constitute a contract of employment, and selection as a Participant shall not give any person the right to be retained in the service of the Company or a Subsidiary or any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the Plan. No individual shall have the right to be selected to receive an Award, or, having been so selected, to receive a future Award.

c.~~No Rights as a Stockholder~~. Except as otherwise provided in the Plan, no Award shall confer upon the holder thereof any rights as a Stockholder prior to the date on which the individual fulfills all conditions for receipt of such rights.

~~Section 7.2~~ ~~Transferability~~. Except as otherwise provided by the Committee, Awards are not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. The Committee shall have the discretion to permit the transfer of Awards; ~~provided, however,~~ that such transfers shall be limited to immediate family members of Participants, trusts, partnerships, limited liability companies and other entities that are permitted to exercise rights under Awards in accordance with Form S-8 established for the primary benefit of such family members or to charitable organizations; and ~~provided, further,~~ ~~that such transfers shall not be made for value to the Participant and in no event shall any Award be sold, assigned, or transferred to any third-party financial institution.~~

~~Section 7.3~~ ~~Designation of Beneficiaries~~. A Participant hereunder may file with the Company a designation of a beneficiary or beneficiaries under the Plan and may from time to time revoke or amend any such designation. Any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; ~~provided, however,~~ that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee may determine to recognize only the legal representative of the Participant in which case the Company, the Committee and the members thereof shall not have any further liability to anyone.

~~Section 7.4~~ ~~Non-Exclusivity~~. Neither the adoption of the Plan by the Board nor the submission of the Plan to the Stockholders for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable.

~~A-6~~

~~Section 7.5~~ ~~Award Agreement~~. Each Award shall be evidenced by an Award Agreement. A copy of the Award Agreement, in any medium chosen by the Committee, shall be made available to the Participant, and the Committee may require that the Participant sign a copy of the Award Agreement.

~~Section 7.6~~ ~~Form and Time of Elections~~. Unless otherwise specified in the Plan, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be filed with the Company at such times, in such form, and subject to such terms or conditions, not inconsistent with the provisions of the Plan, as the Committee may require.

~~Section 7.7~~ ~~Evidence~~. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information that the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

~~Section 7.8~~ ~~Tax Withholding~~. All distributions under the Plan shall be subject to withholding of all applicable taxes and the Committee may condition the delivery of any Shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied: (a) through cash payment by the Participant; (b) through the surrender of Shares that the Participant already owns or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; ~~provided, however,~~ that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction, or such lesser amount as established by the Company.

~~Section 7.9~~ ~~Successors~~. ~~All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company.~~

~~Section 7.10~~ ~~Indemnification~~. ~~To the fullest extent permitted by law, each person who is or shall have been a member of the Committee or the Board, or an officer of the Company to whom authority was delegated in accordance with~~ ~~Section 5.3~~, or an employee of the Company shall be indemnified and held harmless by the Company against and from any loss (including amounts paid in settlement), cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her (~~provided~~ that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf), unless such loss, cost, liability or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

~~Section 7.11~~ ~~No Fractional Shares~~. Unless otherwise permitted by the Committee, no fractional Shares shall be delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Shares or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

~~Section 7.12~~ ~~Governing Law~~. The Plan, all Awards, and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Iowa without reference to principles of conflict of laws, except as superseded by applicable federal law.

~~Section 7.13~~ ~~Benefits Under Other Plans~~. Except as otherwise provided by the Committee, Awards granted to a Participant (including the grant and the receipt of benefits) shall be disregarded for purposes of determining the Participant’s benefits under, or contributions to, any qualified retirement plan, nonqualified plan and any other benefit plan maintained by the Participant’s employer.

~~Section 7.14~~ ~~Validity~~. If any provision of the Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been included in the Plan.

~~A-7~~

~~Section 7.15~~ ~~Notice~~. Unless provided otherwise in an Award Agreement or policy adopted from time to time by the Committee, all communications to the Company provided for in the Plan, or any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (~~provided~~ ~~that international mail shall be sent via overnight or two-day delivery),or sent by facsimile or prepaid overnight courier to the Company at the address set forth below:~~

~~West Bancorporation, Inc.~~

~~1601 22nd Street~~

~~West Des Moines, Iowa 50266~~

~~Facsimile: 515-225-8023~~

~~Such communications shall be deemed given:~~

a.~~In the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery;~~

b.~~In the case of certified or registered U.S. mail, five days after deposit in the U.S. mail; or~~

c.~~In the case of facsimile, the date upon which the transmitting party receives confirmation of receipt by facsimile, telephone or otherwise;~~

~~provided, however,~~ ~~that in no event shall any communication be deemed to be given later than the date it is actually received,~~ ~~provided~~ it is actually received. In the event a communication is not received, it shall be deemed received only upon the showing of an original of the applicable receipt, registration or confirmation from the applicable delivery service provider. Communications that are to be delivered by facsimile, U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s Chief Financial Officer or corporate secretary.

~~Section 7.16~~ ~~Clawback Policy~~. Any Award, amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other similar action in accordance with any applicable Company clawback policy (the “~~Policy~~”) or any applicable law. A Participant’s receipt of an Award shall be deemed to constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (i) the Policy and any similar policy established by the Company that may apply to the Participant, whether adopted prior to or following the making of any Award and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Participant’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or action.

~~Section 7.17~~ ~~Breach of Restrictive Covenants~~. Except as otherwise provided by the Committee, notwithstanding any provision of the Plan to the contrary, if the Participant breaches a confidentiality, non-competition, non-solicitation, non-disclosure, non-disparagement, or other similar restrictive covenant set forth in an Award Agreement or any other agreement between the Participant and the Company or a Subsidiary, whether before or after the Participant’s Termination of Service, in addition to and not in limitation of any other rights, remedies, damages, penalties or restrictions available to the Company under the Plan, an Award Agreement, any other agreement between the Participant and the Company or a Subsidiary, or otherwise at law or in equity, the Participant shall forfeit or pay to the Company:

a.~~Any and all outstanding Awards granted to the Participant, including Awards that have become vested;~~

b.Any Shares held by the Participant in connection with the Plan that were acquired by the Participant after the Participant’s Termination of Service and within the 12-month period immediately preceding the Participant’s Termination of Service; and

c.The profit realized by the Participant from the sale, or other disposition for consideration, of any Shares received by the Participant in connection with the Plan after the Participant’s Termination of Service and within the 12-month period immediately preceding the Participant’s Termination of Service and where such sale or disposition occurs in such similar time period.

~~Unless the applicable Award Agreement expressly displaces or limits the Company’s rights under this~~ ~~Section 7.17~~ with a reference to the same, any forfeiture provision contained in an Award Agreement shall be construed as an additional, non-exclusive remedy in the event of the Participant’s breach of a restrictive covenant.

~~A-8~~

~~Article 8~~

~~DEFINED TERMS; CONSTRUCTION~~

~~Section 8.1~~ ~~Definitions~~. ~~In addition to the other definitions contained in the Plan, unless otherwise specifically provided in an Award Agreement, the following definitions shall apply:~~

a.“~~Award” means an award under the Plan.~~

b.“~~Award Agreement~~” means the document that evidences the terms and conditions of an Award. Such document shall be referred to as an agreement regardless of whether a Participant’s signature is required. Each Award Agreement shall be subject to the terms and conditions of the Plan, and, if there is any conflict between the Award Agreement and the Plan, the Plan shall control.

c.“~~Board” means the Board of Directors of the Company.~~

d.“~~Cause~~” has the meaning set forth for such term (or a similar term) in the Participant’s employment or change in control agreement (or other similar agreement) with the Company or a Subsidiary; or, if the Participant’s agreement lacks such definition or the Participant has not entered into such an agreement, means: (i) any act by the Participant of (A) fraud or intentional misrepresentation, or (B) embezzlement, misappropriation, or conversion of assets or opportunities of the Company or a Subsidiary; (ii) willful violation of any law, rule, or regulation in connection with the performance of a Participant’s duties to the Company or a Subsidiary (other than traffic violations or similar offenses); (iii) with respect to any employee of the Company or a Subsidiary, commission of any act of moral turpitude or conviction of a felony; or (iv) the willful or negligent failure of the Participant to perform the Participant’s duties to the Company or a Subsidiary in any material respect.

Further, the Participant shall be deemed to have terminated for Cause if, within twelve (12) months of the Participant’s Termination of Service, facts and circumstances arising during the course of the Participant’s employment with the Company are discovered that would have constituted a termination for Cause.

Further, all rights a Participant has or may have under the Plan shall be suspended automatically during the pendency of any investigation by the Board or its designee or during any negotiations between the Board or its designee and the Participant regarding any actual or alleged act or omission by the Participant of the type described in the applicable definition of “Cause.”

e.“~~Change in Control” has the meaning ascribed to it in~~ ~~Section 4.2~~.

f.“~~Code” means the Internal Revenue Code of 1986.~~

g.“~~Code Section 409A~~”~~means the provisions of Section 409A of the Code and any rules, regulations and guidance promulgated thereunder.~~

h.“~~Committee” means the Committee acting under~~ ~~Article 5, and in the event a Committee is not currently appointed, the Board.~~

i.“~~Company” means West Bancorporation, Inc., an Iowa corporation.~~

j.“~~Company Voting Securities” has the meaning ascribed to it in~~ ~~Section 4.2(a)~~.

k.“~~Director Participant” means a Participant who is a member of the Board or the board of directors of a Subsidiary that is not otherwise an employee of the Company or a Subsidiary.~~

l.“~~Disability~~” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering the Company’s or a Subsidiary’s employees.

m.“~~Effective Date” has the meaning ascribed to it in~~ ~~Section 1.1~~.

~~A-9~~

n.“~~Exchange Act” means the Securities Exchange Act of 1934.~~

o.“~~Fair Market Value~~” means, as of any date, the officially-quoted closing selling price of the Shares on such date on the principal national securities exchange on which Shares are listed or admitted to trading or, if there have been no sales with respect to Shares on such date, such price on the most immediately preceding date on which there have been such sales, or if the Shares are not so listed or admitted to trading, the Fair Market Value shall be the value established by the Committee in good faith and, to the extent required, in accordance with Code Section 409A and Section 422 of the Code.

p.“~~Form S-8” means a Registration Statement on Form S-8 promulgated by the U.S. Securities and Exchange Commission or any successor thereto.~~

q.“~~Good Reason~~” has the meaning set forth for such term (or a similar term) in the Participant’s employment or change in control agreement (or other similar agreement) with the Company or a Subsidiary; or, if the Participant’s agreement lacks such definition or the Participant has not entered into such an agreement, means the occurrence of any one of the following events, unless the Participant agrees in writing that such event shall not constitute Good Reason:

i.~~A material, adverse change in the nature, scope or status of the Participant’s position, authorities or duties from those in effect immediately prior to the applicable Change in Control;~~

~~ii.A material reduction in the Participant’s aggregate compensation or benefits in effect immediately prior to the applicable Change in Control; or~~

~~iii.~~Relocation of the Participant’s primary place of employment of more than 15 miles from the Participant’s primary place of employment immediately prior to the applicable Change in Control, or a requirement that the Participant engage in travel that is materially greater than prior to the applicable Change in Control.

Notwithstanding any provision of this definition to the contrary, prior to the Participant’s Termination of Service for Good Reason, the Participant must give the Company written notice of the existence of any condition set forth in clause (i) – (iii) immediately above within 90 days of its initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such 30-day period, the Company cures the condition giving rise to Good Reason, the condition shall not constitute Good Reason. Further notwithstanding any provision of this definition to the contrary, in order to constitute a termination for Good Reason, such termination must occur within 12 months of the initial existence of the applicable condition.

r.“~~Participant” has the meaning ascribed to it in~~ ~~Section 1.2~~.

s.“~~Plan” means the West Bancorporation, Inc. 2021 Equity Incentive Plan.~~

t.“~~Policy” has the meaning ascribed to it in~~ ~~Section 7.16~~.

u.“~~Predecessor Plan” means the West Bancorporation, Inc. 2017 Equity Incentive Plan.~~

v.“~~Retirement” means the Participant’s Termination of Service on or following attainment of Retirement Age (other than a termination for Cause).~~

w.“~~Retirement Age” means the “full retirement age,” as established by the Social Security Administration as of the date of grant of the applicable Award, based upon the Participant’s date of birth.~~

x.“~~Securities Act” means the Securities Act of 1933.~~

y.“~~Share” means a share of Stock.~~

z.“~~Stock” means the common stock of the Company, no par value per share.~~

~~aa.~~“~~Stockholders” means the stockholders of the Company.~~

~~ab.~~“~~Subsidiary” means any corporation or other entity that would be a “subsidiary corporation,” as defined in Section 424(f) of the Code, with respect to the Company.~~

~~A-10~~

~~ac.~~“~~Termination of Service~~” means the first day occurring on or after a grant date on which the Participant ceases to be an employee and/or director of the Company and each Subsidiary, regardless of the reason for such cessation, subject to the following:

i.~~The Participant’s cessation as an employee shall not be deemed to occur by reason of the transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries.~~

~~ii.~~The Participant’s cessation as an employee shall not be deemed to occur by reason of the Participant’s being on a leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s services.

~~iii.~~If, as a result of a sale or other transaction, the Subsidiary for whom the Participant is employed ceases to be a Subsidiary, and the Participant is not, following the transaction, an employee or director of the Company or an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated as the Participant’s Termination of Service caused by the Participant being discharged by the entity for whom the Participant is employed.

~~iv.~~Notwithstanding the foregoing, in the event that any Award constitutes Deferred Compensation, the term Termination of Service shall be interpreted by the Committee in a manner consistent with the definition of “separation from service” as defined under Code Section 409A.

~~Section 8.2~~ ~~Construction~~. ~~In the Plan, unless otherwise stated, the following uses apply:~~

a.~~Actions permitted under the Plan may be taken at any time in the actor’s reasonable discretion;~~

b.References to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time;

c.In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending on” (and the like) mean “to, and including”;

d.References to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority or instrumentality;

e.~~Indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company;~~

f.~~The words “include,” “includes” and “including” mean “include, without limitation,” “includes, without limitation” and “including, without limitation,” respectively;~~

g.~~All references to articles and sections are to articles and sections in the Plan unless otherwise specified;~~

h.~~All words used shall be construed to be of such gender or number as the circumstances and context require;~~

i.The captions and headings of articles and sections appearing in the Plan have been inserted solely for convenience of reference and shall not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation of the Plan or any of its provisions;

j.Any reference to an agreement, plan, policy, form, document or set of documents, and the rights and obligations of the parties under any such agreement, plan, policy, form, document or set of documents, shall mean such agreement, plan, policy, form, document or set of documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and

k.~~All accounting terms not specifically defined in the Plan shall be construed in accordance with GAAP.~~

~~A-11~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice of Meeting, Proxy Statement, Proxy Card, Annual Report and Form 10-K are available at

ir.westbankstrong.com/sec-filings/documents/default.aspx

WEST BANCORPORATION, INC.

Annual Meeting of Stockholders

April ~~29, 2021~~27, 2023 4:00 PM

This proxy is solicited by the Board of Directors

The undersigned hereby appoints James W. Noyce and David D. Nelson, or either of them, the undersigned’s attorneys and proxies, with full power of substitution, to vote all shares of common stock of West Bancorporation, Inc. which the undersigned is entitled to vote as of the record date, February ~~19, 2021,~~17, 2023, as fully as the undersigned could do if personally present at the Annual Meeting of Stockholders of said corporation to be held ~~online via live webcast at www.virtualshareholdermeeting.com/WTBA2021 and~~ in ~~person at~~ the David L. Miller Conference Center at the Company’s headquarters located at 1601 22nd Street, West Des Moines, Iowa, on Thursday, April ~~29, 2021,~~27, 2023, at 4:00 p.m. Central time, and any and all adjournments thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.