Business Context and Reporting Period
This Form 8-K filing by West Bancorporation, Inc. (WTBA) reports on executive leadership changes effective May 26, 2021. The filing details the announced retirement of the current Chief Financial Officer (CFO) and the appointment of a successor to ensure a systematic transition of duties.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and the terms of new employment agreements.
Material Changes
- Departure of CFO: Douglas R. Gulling notified the Company of his intent to retire as Executive Vice President, Treasurer, and CFO of West Bancorporation, Inc., effective December 31, 2021. He will retire as CFO of the subsidiary, West Bank, effective September 30, 2021.
- Appointment of Successor: Jane M. Funk, currently Senior Vice President, Controller, and Chief Accounting Officer, will assume the roles of Executive Vice President, Treasurer, and CFO of the Company effective January 1, 2022. She will become CFO of West Bank effective October 1, 2021.
- Transition Period: Mr. Gulling will remain a non-executive, full-time employee from January 1, 2022, through December 31, 2022, to assist with the transition and oversee new bank facility development.
Compensation, Risks, and Contingencies
Compensation Arrangements
- Mr. Gulling (Transition Agreement): Salary remains $330,000 until March 31, 2022, with 25% reductions thereafter. He is eligible for a 2021 performance bonus (target 40% of salary). Severance in the event of termination without cause includes 100% of remaining salary plus a full bonus (200% in a change of control).
- Ms. Funk (Employment Agreement): Base salary starts at $225,000, increasing to $275,000 upon assuming the CFO role on January 1, 2022. She is eligible for performance bonuses and equity compensation. Severance includes 100% of base salary plus a 3-year average bonus (200% in a change of control).
Risks and Contingencies
- Executive Transition: The Company faces the operational risk of transitioning critical financial leadership roles over a multi-month period.
- Severance Contingencies: Enhanced severance benefits for both executives are contingent upon the execution of a general release and waiver of claims. Both agreements include clawback provisions and non-compete clauses.
Investor Verification Checklist
- Verify the exact effective dates for the transition of CFO duties at both the parent company and West Bank subsidiary.
- Review the attached Transitional Employment Agreement (Exhibit 10.1) and Employment Agreement (Exhibit 10.2) for full details on severance triggers and non-compete terms.
- Confirm the timeline for Mr. Gulling's potential election to the Company's Board of Directors at the 2022 annual meeting.
- Monitor future filings for the formal appointment of Ms. Funk as Principal Financial Officer and any changes to the Company's financial reporting processes during the transition.