Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2022, the Compensation Committee (the "Compensation Committee") of the Board of Directors of West Bancorporation, Inc. (the "Company") approved the 2021 annual incentive bonus awards for the Company's named executive officers. As described in the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 10, 2022 (the "Proxy Statement"), the annual incentive bonus awards are determined in part based on the Company's financial performance compared to its peer group. As of the date of the Proxy Statement, peer group performance data for 2021 was not available, and the 2021 annual incentive bonus awards reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table were estimated based upon the Company's results for the fiscal year ended December 31, 2021 and the results of its peers for the nine months ended September 30, 2021 (resulting in estimated awards of 50.12 percent of base salary for each of our named executive officers, which was 83.53 percent of the maximum potential amounts).
Based on the Company's financial results for the fiscal year ended December 31, 2021 and the results of our peers for 2021 that became available after the date of the Proxy Statement, the Compensation Committee determined that the 2021 annual incentive bonus awards were earned at 82.47 percent of the maximum potential amounts, resulting in payouts equal to 49.48 percent of base salary for each of our named executive officers. The actual 2021 annual incentive bonus awards earned by our named executive officers were $239,979 for Mr. Nelson, $163,285 for each of Messrs. Gulling, Olafson, and Winterbottom, and $136,071 for Mr. Peters.
In accordance with Item 5.02(f) of Form 8-K, the Company is providing a revised Summary Compensation Table, which includes the actual 2021 annual incentive bonus awards earned by each of our named executive officers under "Non-Equity Incentive Plan Compensation" and revised total compensation figures for 2021:
Summary Compensation Table
Compensation earned for services rendered in the year ended December 31, 2021, to our Chief Executive Officer and our other NEOs is provided in the following table. Compensation for 2020 and 2019 is also presented.
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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 | | 2021 | | $485,000 | | $9,700 | | $257,325 | | $239,979 | | $3,793 | | $29,000 | | $1,024,797 |
President and Chief Executive Officer of the Company and Chief Executive Officer of West Bank | | 2020 | | 462,160 | | 40,254 | | 188,198 | | 246,285 | | 2,127 | | 28,500 | | 967,524 |
| 2019 | | 436,000 | | 8,720 | | 257,430 | | 242,784 | | — | | 28,000 | | 972,934 |
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Douglas R. Gulling | | 2021 | | $330,000 | | $6,600 | | $257,325 | | $163,285 | | $— | | $29,000 | | $786,210 |
Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of West Bank | | 2020 | | 318,000 | | 27,698 | | 188,198 | | 169,462 | | — | | 28,500 | | 731,858 |
| 2019 | | 300,000 | | 6,000 | | 257,430 | | 167,053 | | — | | 28,000 | | 758,483 |
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Harlee N. Olafson | | 2021 | | $330,000 | | $6,600 | | $257,325 | | $163,285 | | $— | | $29,000 | | $786,210 |
Executive Vice President and Chief Risk Officer of the Company and West Bank | | 2020 | | 318,000 | | 27,698 | | 188,198 | | 169,462 | | — | | 28,500 | | 731,858 |
| 2019 | | 300,000 | | 6,000 | | 257,430 | | 167,053 | | — | | 28,000 | | 758,483 |
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Brad L. Winterbottom | | 2021 | | $330,000 | | $6,600 | | $257,325 | | $163,285 | | $— | | $29,000 | | $786,210 |
Executive Vice President of the Company and President of West Bank | | 2020 | | 318,000 | | 27,698 | | 188,198 | | 169,462 | | — | | 28,500 | | 731,858 |
| 2019 | | 300,000 | | 6,000 | | 257,430 | | 167,053 | | — | | 28,000 | | 758,483 |
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Bradley P. Peters(8) | | 2021 | | $268,461 | | $5,369 | | $171,550 | | $136,071 | | $1,975 | | $118,540 | | $701,966 |
Executive Vice President of the Company and Executive Vice President and Minnesota Market President of West Bank | | | | | | | | | | | | | | | | |
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(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 1) a holiday bonus equal to two percent of annual salary paid to all employees of West Bank and 2) the one-time qualitative adjustment to the Company’s annual incentive program in 2020.
(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 2019, 2020 and 2021, 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, 2021, filed with the SEC on February 24, 2022.
(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)Based upon our results for the fiscal year ended December 31, 2021 and the results of our peers as of December 31, 2021, actual annual bonuses for 2021 were paid out as shown, which is 82.47 percent of the 60 percent maximum potential amount, resulting in a bonus equal to 49.48 percent of base salary.
(6)The amounts set forth in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for Mr. Nelson and Mr. Peters represent above-market interest on amounts deferred under the Deferred Compensation Plan.
(7)Consists of contributions made by the Company on behalf all NEOs to the Company’s 401(k) retirement plan and, for Mr. Peters, $91,694 for the reimbursement of relocation expenses with a gross up for applicable taxes.
(8)Mr. Peters was not an NEO prior to 2021.