WEST BANCORPORATION INC (WTBA)
Sector: Financials
2026 Annual Meeting Analysis
WEST BANCORPORATION INC · Meeting: April 23, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 8 Directors to Serve on the Board of Directors
Ms. Elming joined in 2021 (within the 24-month exemption window has passed but tenure is under 3 years covering less than the full performance period); WTBA's 3-year return of +44.2% outperforms the QABA benchmark by +9.7pp and trails the peer group median by only 15.7pp, well below the 50pp trigger threshold for strong positive TSR, and she has relevant IT expertise with no overboarding or attendance concerns.
Mr. Gaer has served since 2011 with relevant commercial real estate and governance experience; WTBA's 3-year return of +44.2% trails the peer group median by only 15.7pp, well below the 50pp trigger for strong positive TSR against QABA, and no overboarding, attendance, or independence concerns apply.
Mr. Gulling is a non-independent director (former CFO) but serves only on the Risk Management and Information Technology Committee, not on the audit or compensation committee, so no independence-on-committee concern is triggered; the TSR underperformance threshold is not met (15.7pp gap vs. 50pp required), and his deep banking and financial expertise is clearly relevant.
Mr. McMurray has served since 2013, holds no other public company board seats, attended all meetings, and WTBA's 3-year TSR of +44.2% falls only 15.7pp below the peer median, far short of the 50pp trigger threshold for strong positive TSR.
As CEO and director since 2010, Mr. Nelson is subject to the same TSR trigger as other directors; however, WTBA's 3-year return of +44.2% trails the peer median by only 15.7pp, well below the 50pp threshold required to trigger a No vote for strong positive absolute TSR, and no other policy flags apply.
Ms. Parson joined in 2022 (tenure under 3 years, covering less than the full performance period) and the TSR gap of 15.7pp is far below the 50pp trigger; she serves on the audit committee and has relevant financial services and risk management experience, and Mr. Gulling (the non-independent director) is the one serving on the Risk Committee, not Parson on an independence-restricted committee.
Mr. Sorensen joined in 2025 and is exempt from the TSR underperformance trigger under the 24-month new-director exemption; he brings extensive community banking industry experience as former CEO of the Iowa Bankers Association, and no other policy concerns apply.
Dr. Vaughan has served since 2019 with extensive financial services and public company board experience; the 3-year TSR gap of 15.7pp is well below the 50pp trigger, she holds two other public company board seats (below the four-seat overboarding threshold for non-executive directors), and she is an audit committee financial expert with no independence concerns.
All 8 director nominees receive a FOR recommendation. WTBA's 3-year price return of +44.2% is strongly positive and trails the company-disclosed compensation peer group median by only 15.7 percentage points, far below the 50-point underperformance threshold required to trigger a No vote for companies with strong positive absolute TSR. The QABA community bank ETF benchmark also shows outperformance (+9.7pp gap). No overboarding, attendance, independence-on-committee, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
David D. Nelson
Total Comp
$1,456,493
Prior Support
97%%
The CEO's total reported compensation of $1,456,493 is reasonable for a CEO at a community bank with approximately $400 million market cap, and the prior Say on Pay vote received approximately 97% shareholder support, indicating strong shareholder confidence in the pay program. The pay mix is well-structured — base salary ($608,000) represents roughly 42% of total compensation, with the remainder in performance-based cash bonuses (paid out at 130.8% of target based on objective peer-relative metrics: return on equity, efficiency ratio, and nonperforming assets ratio) and equity awards split equally between time-based and performance-based stock units with a 3-year performance period. WTBA's strong 2025 financial results (net income up 35%, return on equity of 13.47%, zero nonperforming assets, and stock performance outpacing the QABA community bank benchmark by +8.7pp over one year) support the above-target incentive payouts, and the company maintains a robust clawback policy, meaningful stock ownership requirements, and no problematic perquisites.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
28 yrs
Audit Fees
$450,000
Non-Audit Fees
$152,313
RSM has served as WTBA's auditor since 1998, giving it approximately 28 years of tenure, which exceeds the 25-year threshold that would normally trigger a No vote. However, the proxy discloses that the Audit Committee actively reviewed RSM's independence, PCAOB inspection reports, and compliance with the mandatory 5-year lead partner rotation requirement — this constitutes a specific and compelling rationale for continued engagement. The non-audit fee ratio (tax fees of $152,313 divided by audit fees of $450,000) is approximately 34%, comfortably below the 50% threshold that would raise independence concerns. RSM is a large national firm appropriate for a company of WTBA's size, and no material restatements were identified.
Overall Assessment
The 2026 West Bancorporation annual meeting presents a clean ballot with three standard proposals: director elections, Say on Pay, and auditor ratification. All proposals receive FOR recommendations — the director slate is well-qualified with no TSR, overboarding, or independence triggers; the compensation program is soundly structured with strong pay-for-performance alignment and 97% prior-year shareholder approval; and the auditor, while long-tenured at 28 years, benefits from a documented Audit Committee review process and a non-audit fee ratio well within acceptable limits.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing