George Milligan

About George D. Milligan

George D. Milligan, 68, is the independent Chair of West Bancorporation, Inc. (appointed April 25, 2024) and has served as a director of the Company since 2005 and of West Bank since 1994. He is Chief Executive Officer of The Graham Group, Inc. (since Oct 1, 2023) and brings deep expertise in commercial real estate financing and underwriting; previously Vice-Chair (Apr 2023–Apr 2024) before becoming Chair . He is independent under Nasdaq rules and Item 407 of Regulation S‑K .

Past Roles

External Roles

Board Governance

• Roles and committees at WTBA (2024):
  • Board Chair (independent; Chair/CEO roles separated) .
  • Nominating & Corporate Governance Committee member; the committee oversees board composition, succession planning, and ESG oversight .
• Independence: Independent; board expects 8 of 10 directors to be independent if all nominees elected .
• Attendance and engagement:
  • 2024 meetings: five regular and one organizational; plus two combined strategic planning sessions with West Bank. All directors attended at least 75% of Board/committee meetings and all attended the 2024 annual meeting .
  • Executive sessions of independent directors available at all meetings and scheduled at least four times per year .
• Policies supporting effectiveness:
  • Stock ownership guidelines for non-employee directors set at 3x annual cash compensation; most directors, including those serving prior to 2021/2022, exceed guidelines .
  • Anti-hedging and anti-pledging policies apply to directors; directors may not hedge or pledge Company stock .
  • Annual board/committee evaluations; independent advisors available; compensation committee uses independent consultant .

Fixed Compensation

2024 WTBA director pay structure and Milligan’s actuals.

• Director pay structure (Company and West Bank; equity granted Apr 26, 2024): | Component | Amount | |---|---| | Company Board member annual retainer | $22,750 | | Company Board Chair annual fee | $30,000 | | Committee chair annual retainers (Company) | Audit $7,500; Compensation $6,000; NCG $6,000; Risk Mgmt & IT $6,000 | | Committee membership annual retainers (Company) | Audit $5,000; Compensation $3,750; NCG $3,750; Risk Mgmt & IT $3,750 | | Equity award (each non-employee director) | Target $32,500; granted as RSUs (1,945 shares) on Apr 26, 2024; 1-year vest, with 50% post-vest 3-year hold . | | West Bank Board member annual retainer | $9,750 | | West Bank committee chair/member fees | Chair $6,000; Member $3,750 (Loan; Trust) | | Vice-Chair annual fee | Discontinued Apr 25, 2024 |

• 2024 actual compensation for Milligan: | Item | Amount | |---|---| | Fees earned (Company) | $51,504 | | Fees earned (West Bank) | $15,505 | | Stock awards (grant-date fair value) | $28,504 (1,945 RSUs granted Apr 26, 2024; vests Apr 24, 2025; 50% 3-year hold) | | Other | $0 (no perquisites disclosed for directors) | | Total | $95,513 |

Notes:

• As independent Chair beginning April 25, 2024, Milligan was eligible for the $30,000 Chair fee; the Board discontinued the Vice-Chair fee on that date .

Performance Compensation

• Structure for directors: annual RSU grant (time-based). No performance metrics are applied to director equity; award vests after one year with a mandatory 50% post-vest 3-year holding requirement (alignment mechanism) .
• 2024 equity grant details (directors): | Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting | Holding Requirement | |---|---|---|---|---|---| | Apr 26, 2024 | RSUs | 1,945 | Target $32,500; reported fair value ~$28,504 for Milligan | Vests Apr 24, 2025 | 50% of covered shares held for 3 years post-vest |

Other Directorships & Interlocks

Expertise & Qualifications

• Commercial real estate financing and underwriting (core career domain; CEO of The Graham Group, Inc.) .
• Public company governance experience (UFG board; multiple committees including chairing N&G) .
• Board skills matrix highlights for Milligan include business expertise, risk management, public company experience, financial services exposure, and construction/CRE expertise; complements WTBA’s strategic needs .

Equity Ownership

Governance Assessment

• Positives

  • Independent Chair with clear separation from CEO; enhances oversight and investor confidence .
  • Active role on Nominating & Corporate Governance Committee overseeing board composition, succession, and ESG reporting; supports governance quality .
  • Strong ownership alignment (3x cash comp guideline) with robust anti-hedging/pledging and mandatory post-vest holding periods on equity .
  • Board evaluations, independent advisors, and use of an independent compensation consultant (McLagan) for both executive and director compensation .
  • Shareholder engagement programs; reached out to holders representing ~39% of outstanding; five engaged in 2024 .
  • Say-on-Pay support: Over 96% approval for 2023 pay at the 2024 annual meeting, signaling shareholder alignment with compensation practices .

• Potential risks/considerations

  • Network interlock: Milligan and fellow WTBA director Noyce both serve on UFG’s board; while this can facilitate information flow and governance know-how, it may raise “groupthink” concerns if not balanced by a majority independent board and diverse skills (which WTBA maintains) .
  • Related-party exposure typical for banks: Company discloses certain directors have loans/deposits with West Bank on market terms; Audit Committee reviews/approves transactions ≥$120,000. No specific related-party transaction is attributed to Milligan in 2024 disclosures; Board affirmed impacted directors’ independence .
  • Attendance: Board reports all directors met ≥75% attendance in 2024; continued monitoring is prudent, though no issue is flagged for Milligan .

• Overall view: Milligan’s independent Chair role, long-tenured banking oversight, and external governance leadership at UFG strengthen WTBA’s board effectiveness. Ownership alignment and restrictive trading policies support investor confidence; the noted interlock should continue to be monitored within the context of broad board independence and annual evaluations .