James Noyce
About James W. Noyce
Independent director of West Bancorporation, Inc. (WTBA), age 69, serving since 2009 at both the Company and West Bank; retired former CEO of FBL Financial Group, Inc. and Farm Bureau Financial Services (2007–Apr 2009) and CFO (1996–2006) with earlier finance roles. Credentials include CPA (inactive), Fellow of the Casualty Actuarial Society, Associate of the Society of Actuaries, and designated audit committee financial expert; he served as Company Chair from April 2018 to April 2024 and is anticipated to become Audit Committee Chair after the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Bancorporation, Inc. | Chair of the Board | Apr 2018–Apr 2024 | Led independent board oversight; transition to new Chair in 2024 |
| West Bancorporation, Inc. | Audit Committee Chair | Apr 2010–Apr 2018 | Audit committee financial expert; oversight of financial reporting and controls |
| FBL Financial Group, Inc. / Farm Bureau Financial Services | Chief Executive Officer | 2007–Apr 2009 | Public company executive leadership |
| FBL Financial Group, Inc. / Farm Bureau Financial Services | Chief Financial Officer | 1996–2006 | Financial reporting, capital, actuarial oversight |
| FBL Financial Group/FBFS (prior roles) | Controller, VP | Prior to 1996 | Progressive finance leadership |
| Farm Bureau Bank | Advisory Committee Member | ~7 years; ended May 2009 | Advisory role in banking operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Fire Group, Inc. (public P&C insurer) | Chair of the Board | Current | Member of audit, executive, compensation, and nominating & governance committees (external interlock with WTBA director George Milligan) |
Board Governance
- Independence: The Board determined Noyce is independent under Nasdaq Listing Rule 5605(a)(2); only independent directors serve on Audit, Compensation, and Nominating & Corporate Governance committees .
- Committees (2024): Audit Committee member; Nominating & Corporate Governance Committee member; anticipated Audit Chair post-Annual Meeting (Audit met 4 times; NCG met 3 times) .
- Attendance and engagement: Board held five regular meetings plus one organizational meeting in 2024; all directors attended ≥75% of Board and committee meetings and attended the 2024 annual meeting; Audit Committee held four executive sessions with auditors .
- Board leadership: Positions of Chair and CEO are separate; Noyce transitioned from Chair to independent Chair George Milligan in April 2024, preserving independent leadership .
- Risk oversight: Audit oversees financial reporting risks; NCG oversees ESG and governance; Risk & IT Committee oversees enterprise risk (Noyce is not listed on Risk & IT) .
Fixed Compensation (Director)
| Component (2024) | WTBA Cash ($) | West Bank Cash ($) | Equity ($ fair value) | Total ($) |
|---|---|---|---|---|
| Director fees (actual paid to Noyce) | 41,508 | 9,753 | 28,504 (RSUs) | 79,765 |
- Standard 2024 non-employee director structure: WTBA board member retainer $22,750; equity award targeted $32,500; Audit chair $7,500; Audit member $5,000; NCG chair $6,000; NCG member $3,750; West Bank board member retainer $9,750; West Bank Trust/Loan chair $6,000, member $3,750. Vice-Chair fee was discontinued on April 25, 2024 .
- Cash vs equity mix (Noyce): Cash $51,261 vs equity $28,504; cash ≈64%, equity ≈36% .
Performance Compensation (Director)
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Holding Requirement |
|---|---|---|---|---|---|
| RSUs (Director award) | Apr 26, 2024 | 1,945 | 28,504 | 1-year vest to Apr 24, 2025 | Retain 50% of vested shares for 3 years |
- Directors receive time-based RSUs; no director performance (PSU) metrics apply. RSU holding requirement enforces long-term alignment .
Other Directorships & Interlocks
| Entity | Relationship to WTBA | Governance Note |
|---|---|---|
| United Fire Group, Inc. | Noyce and WTBA Chair Milligan both directors | Potential interlock; cross-board information flows and external commitments should be monitored for time commitments and conflicts (UFG is a financial services peer adjacency) . |
Expertise & Qualifications
- CPA (inactive), Fellow of the Casualty Actuarial Society, Associate of the Society of Actuaries; designated audit committee financial expert; extensive public company executive experience (CEO/CFO) and banking/insurance domain expertise .
- Committee readiness: Anticipated Audit Chair; prior long-tenured Audit Chair (2010–2018) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| James W. Noyce | 21,138 | <1% (of 16,832,632 shares) | Feb 14, 2025 |
- Ownership guidelines: Non-employee directors must hold 3x annual cash compensation; until met, must retain ≥50% of shares from equity awards. As of Dec 31, 2024, all non-employee directors except two newer directors (first subject in 2021 and 2022) meet/exceed guidelines; names not specified .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging, and keeping stock in margin accounts; applies to directors and NEOs .
Governance Assessment
- Strengths:
- Deep audit/financial expertise with formal “audit committee financial expert” designation; slated to chair Audit, reinforcing financial reporting oversight .
- Independent director with consistent meeting attendance standards across Board/committees; Audit Committee engages in regular executive sessions with auditors .
- Ownership alignment via RSU grants and robust director ownership guidelines; anti-hedging/anti-pledging policy reduces misalignment risk .
- Prior Board Chair experience supports continuity and mentoring of Board leadership .
- Potential watch items:
- External interlock at United Fire Group with current WTBA Chair Milligan; monitor for any overlapping business relationships or time-commitment strain (currently no disclosed conflicts) .
- Banking-related related-party loans exist for certain directors in the ordinary course; Audit Committee reviews and approves such transactions, with no adverse features disclosed; independence was affirmed despite these routine relationships .
- Director age policy cap at 73 suggests limited remaining tenure runway (Noyce age 69), which may necessitate medium-term succession planning on Audit leadership .
Overall, Noyce’s upcoming Audit Committee chairship, actuarial/CPA credentials, and prior Board leadership materially support investor confidence in financial oversight; the UFG interlock warrants routine conflict/time oversight but is not flagged as problematic in filings .