Douglas Gulling
About Douglas R. Gulling
Douglas R. Gulling (age 71) is a director of West Bancorporation, Inc. since 2022 and a long-tenured West Bank director since 2005; he retired as WTBA’s Chief Financial Officer, Executive Vice President, and Treasurer effective December 31, 2021 after four decades in banking and is a Certified Public Accountant (inactive) . He is classified as not independent due to his recent non-executive employment at West Bank from January 2022–April 2024 and consulting through July 2024, and currently serves on the Risk Management & Information Technology Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Bancorporation, Inc. | Chief Financial Officer, Executive Vice President, Treasurer | Retired effective Dec 31, 2021 | Senior finance leadership; CPA (inactive) credentials |
| West Bank (subsidiary) | Chief Financial Officer, Executive Vice President | Prior to 2022 (dates not fully specified); non-executive employee Jan 2022–Apr 2024 | Bank Building Construction Administrator leading new HQ construction; consulted May–July 2024 |
| West Bancorporation, Inc. | Director | Since 2022 | Board service; member, Risk Management & Information Technology Committee |
| West Bank | Director | Since 2005 | Board service at subsidiary bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Gulling; proxy notes only Milligan, Noyce, Vaughan have outside public boards . |
Board Governance
- Independence: Not independent (retired executive and recent non-executive employee/consultant) .
- Committee assignments: Member, Risk Management & Information Technology Committee (RMIT); this committee otherwise consists of independent directors, with Gulling as the sole exception .
- Attendance: In 2024, the Board held five regular meetings plus one organizational meeting; all directors attended at least 75% of Board and committee meetings, and all attended the 2024 annual meeting .
- Age/tenure policy: Director age limit is 73; Gulling is 71 .
- Election results (2025 Annual Meeting): For 10,422,457; Withheld 154,424; Broker non-votes 3,395,943 .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash by WTBA | $17,669 | Director cash fees from the Company |
| Fees earned or paid in cash by West Bank | $9,003 | Director cash fees from West Bank |
| Stock awards (grant-date fair value) | $27,620 | 2,000 RSUs granted Feb 19, 2024 while a non‑executive employee; vests in 5 equal annual installments on Mar 25 of 2025–2029 |
| Other compensation | $89,222 | Base salary during 2024 under Transitional Retirement Agreement ($120,300 pro-rated), incentive eligibility, 401(k) contributions, and consulting fees (May–July 2024) |
| Total 2024 | $143,514 | Sum of components |
Director compensation structure (for context):
- WTBA director cash retainer $22,750; committee chair retainer Audit $7,500; Compensation/NCG/RMIT $6,000; committee member retainer Audit $5,000; Comp/NCG/RMIT $3,750; equity award targeted $32,500 (April 26, 2024 grant) with 1-year vest and 3-year holding on 50% of vested shares; WTBA chair fee $30,000 (Vice-Chair fee discontinued April 25, 2024) .
- West Bank director cash retainer $9,750; Trust and Loan committee chair $6,000; membership $3,750 .
Performance Compensation
| Metric/Instrument | Grant Date | Number of Shares | Fair Value | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|---|
| RSUs (employee grant) | Feb 19, 2024 | 2,000 | $27,620 | 5 equal annual installments on Mar 25, 2025–2029; 50% post-vest holding for 3 years | None; time-based only |
| Director RSUs (program terms) | Apr 26, 2024 | 1,945 (standard award per non-employee director) | Targeted market value $32,500 | Vests 1 year later (Apr 24, 2025); 50% post-vest holding for 3 years | None; time-based only |
- No director performance-based metrics, options, or dividend equivalents disclosed; equity is RSUs with time-based vesting and post-vest holding requirements .
- Company-wide policies: No hedging or pledging allowed; clawback policy enhanced effective July 26, 2023; double-trigger change-in-control vesting (time-based awards) and CIC vesting based on greater of actual vs target for performance RSUs (applies to NEOs, not directors) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy explicitly identifies outside public boards for only Milligan, Noyce, Vaughan; none for Gulling . |
Expertise & Qualifications
- Former CFO/EVP/Treasurer; extensive banking experience; CPA (inactive) .
- Board expertise grid flags risk management and IT among his competencies; overall banking and financial services experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| Douglas R. Gulling | 67,900 | <1% | Includes 7,900 RSUs that were unvested but scheduled to vest within 60 days of Feb 14, 2025 |
- Stock ownership guidelines: Non-employee directors must hold Company stock totaling three times annual cash compensation; until compliant, must retain at least 50% of shares received (net of taxes); as of Dec 31, 2024, all non-employee directors exceeded requirements except two who first became subject in 2021 and 2022, respectively (names not disclosed) .
- Anti-hedging and anti-pledging: Hedging prohibited; no margin accounts; directors may not pledge Company stock .
- Section 16 compliance: Gulling filed one Form 4 one day late (RSU grant) and one Form 4 three days late (transfer fees), due to administrative oversight .
Governance Assessment
-
Strengths
- Deep finance and banking background (former CFO; CPA) supporting risk oversight on RMIT .
- Strong shareholder support in 2025 director election (over 10.4M “For” votes; minimal withholds) .
- Robust governance policies: clawback, anti-hedging/pledging, stock ownership and retention guidelines for directors .
-
RED FLAGS
- Not independent: Recent non-executive employment through April 2024 and consulting through July 2024; serves on RMIT as the sole non-independent member, which can raise perceived conflicts in risk oversight .
- Transitional Retirement Agreement and consulting fees in 2024 indicate ongoing management ties concurrent with board service; monitor for influence and committee decisions related to HQ construction and risk .
- Minor Section 16 filing delays (administrative oversight) — low severity, but track for recurrence .
-
Compensation & Alignment Signals
- 2024 director compensation includes modest cash fees (WTBA $17,669; West Bank $9,003) and time-based RSUs; no performance-conditioned director equity, reducing pay-for-performance linkage at the director level .
- Ownership: 67,900 shares beneficially owned; RSUs vesting within 60 days suggest increasing direct ownership, aligning with retention/ownership policies; inability to confirm guideline compliance for Gulling specifically due to aggregate disclosure .
-
Shareholder Sentiment
- Say-on-pay (2024 NEO pay) approval at 2025 Annual Meeting: 10,012,499 For; 338,010 Against; 226,372 Abstain — supportive context for governance environment .
Overall, Gulling brings valuable financial oversight experience to risk governance but the recent employment and consultancy create a non-independence classification and perceived conflicts, particularly on a risk committee designed to be independent. Continued transparency on related-party transactions (director loans made on market terms and Audit Committee approval) partially mitigates conflict risk, but investors should monitor committee composition, future independence determinations, and any recurrences in reporting delays .