Business Context and Reporting Period
This Form 8-K filing by West Bancorporation, Inc. (WTBA) was submitted on March 21, 2022. The report addresses Item 5.02 regarding the finalization of 2021 annual incentive bonus awards for Named Executive Officers (NEOs). The Compensation Committee approved these awards based on the Company's financial performance for the fiscal year ended December 31, 2021, and updated peer group performance data that became available after the filing of the definitive proxy statement on March 10, 2022.
Key Financial Metrics
This filing does not report consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics for the Company. The financial data provided is limited to executive compensation figures for the fiscal year ended December 31, 2021.
| Executive Officer | 2021 Total Compensation | 2021 Non-Equity Incentive Bonus | Bonus as % of Base Salary |
|---|---|---|---|
| David D. Nelson (CEO) | $1,024,797 | $239,979 | 49.48% |
| Douglas R. Gulling (CFO) | $786,210 | $163,285 | 49.48% |
| Harlee N. Olafson (CRO) | $786,210 | $163,285 | 49.48% |
| Brad L. Winterbottom (President) | $786,210 | $163,285 | 49.48% |
| Bradley P. Peters (EVP) | $701,966 | $136,071 | 49.48% |
Material Changes Versus Prior Period
The primary material change reported is the revision of the 2021 annual incentive bonus awards from estimated figures to actual earned amounts.
- Previous Estimate: The March 10, 2022 Proxy Statement estimated bonuses at 50.12% of base salary (83.53% of maximum potential) due to incomplete peer group data.
- Actual Outcome: With full 2021 peer data, the Compensation Committee determined the actual payout was 49.48% of base salary (82.47% of maximum potential).
- Impact: This adjustment resulted in a slight reduction in the reported Non-Equity Incentive Plan Compensation and Total Compensation for all NEOs compared to the estimates in the Proxy Statement.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, outlook, or discussion of general business risks. The document focuses strictly on the retrospective calculation of executive compensation. The determination of the bonus amount relied on the Company's financial results for 2021 and the performance of its peer group for the same period.
Important Facts for Investor Verification
- Compensation Adjustment: Verify the reduction in 2021 executive bonuses from the estimated 50.12% of base salary to the actual 49.48% of base salary.
- Performance Metrics: Confirm that the final bonus calculation (82.47% of maximum potential) reflects the Company's performance relative to its peer group for the full fiscal year 2021.
- Relocation Expenses: Note that Executive Vice President Bradley P. Peters received $91,694 in relocation expense reimbursements (grossed up for taxes) included in "All Other Compensation."
- Stock Awards: Verify that stock awards for 2021 represent the aggregate grant date fair value of Time RSUs and Performance RSUs calculated per FASB ASC Topic 718.