John Sorensen
About John K. Sorensen
John K. Sorensen (age 66) is a retired community banking executive and association leader nominated and elected to the West Bancorporation, Inc. (WTBA) Board at the April 24, 2025 Annual Meeting; his Form 3 lists him as a director and reports 1,738 common shares beneficially owned as of the filing on April 25, 2025 (SEC Form 3: https://www.sec.gov/Archives/edgar/data/1166928/000116692825000039/0001166928-25-000039-index.htm). He is independent under Nasdaq Listing Rule 5605(a)(2) and Item 407 of Regulation S-K and is expected to serve on the Audit and Compensation Committees upon election; he is a Certified Association Executive (inactive) with deep banking policy and industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iowa Bankers Association (IBA) | President & CEO | 1997–Jan 2025 | Led growth to largest U.S. banking association with 200+ professional staff and 200+ member banks; oversaw advocacy, workforce development, and community bank solutions in insurance, mortgage, and regulatory compliance . |
| Iowa Bankers Association | Staff roles (joined IBA) | 1986–1997 | Progressive leadership culminating in CEO role; industry influence and policy engagement . |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| American Bankers Association | Director | Prior service | Board service aligned with national banking policy and community bank advocacy . |
| SHAZAM, Inc. | Director | Prior service | Electronic payments network; governance experience in fintech/payments . |
| Iowa Business Council | Director | Prior service | Economic development leadership . |
| Iowa PBS Foundation | Director | Prior service | Non-profit governance . |
| University of Northern Iowa, David W. Wilson College of Business | Executive Advisory Board member (emeritus) | Current emeritus | Academic advisory and industry linkage . |
| Iowa Association of Business and Industry | Leadership for Iowa Award | Award recipient | Statewide leadership recognition . |
Board Governance
- Independence: Board determined Sorensen is independent; only independent directors serve on Audit, Compensation, and Nominating/Corporate Governance committees (with the sole exception of Mr. Gulling on Risk) .
- Committee assignments: Expected to serve on the Audit and Compensation Committees following election; Audit Committee currently comprised of independent directors and audit committee financial experts; Compensation Committee comprised entirely of independent directors .
- Board structure and leadership: Chair and CEO roles are separated; Chair is independent; executive sessions of independent directors are available at all Board meetings and scheduled at least four times per year; annual Board and committee self-evaluations .
- Attendance: In 2024 the Board held five regular meetings and one organizational meeting; all seated directors attended at least 75% of Board and applicable committee meetings; Sorensen was not yet a director in 2024 .
- ESG and risk oversight: Formal ESG oversight under Nominating & Corporate Governance; robust risk oversight via Audit, Compensation, Nominating & Corporate Governance, and Risk Management & IT Committees; cybersecurity education provided .
- Policies signaling investor alignment: Stock ownership guidelines for non-employee directors at 3x annual cash compensation; anti-hedging and anti-pledging policies; enhanced clawback policy adopted July 26, 2023 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Company Board annual retainer | $22,750 | Non-employee director cash retainer for 2024 . |
| West Bank Board annual retainer | $9,750 | Subsidiary board cash retainer for 2024 . |
| Committee chair annual retainer (Company) | Audit $7,500; Compensation $6,000; Nominating & Corporate Governance $6,000; Risk & IT $6,000 | Company committee chair fees for 2024 . |
| Committee membership annual retainer (Company) | Audit $5,000; Compensation $3,750; Nominating & Corporate Governance $3,750; Risk & IT $3,750 | Company committee member fees for 2024 . |
| Committee chair/member annual retainer (West Bank) | Chair $6,000; Member $3,750 | Trust and Directors Loan Committees . |
| Board Chair fee (Company) | $30,000 | Additional chair fee (discontinued vice-chair fee in April 2024) . |
Note: Sorensen joined the Board in April 2025; his specific 2025 director fee earnings are not disclosed in the 2025 proxy. The above reflects WTBA’s 2024 director compensation program .
Performance Compensation
Directors at WTBA receive equity as alignment compensation; director RSUs are time-based (not performance-based). Company-wide executive performance incentives are included below for context.
| Director Equity Terms (2024 Program) | Detail |
|---|---|
| Annual RSU grant (per director) | 1,945 RSUs granted April 26, 2024; grant-date target value $32,500; 1-year vest (to April 24, 2025); 50% of vested shares subject to 3-year holding period . |
Company NEO pay-for-performance metrics driving executive incentives (not applicable to directors’ equity):
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Return on Average Equity (ROE) percentile vs peer group | 25th percentile | 50th percentile | 75th percentile . |
| Efficiency Ratio percentile vs peer group | 25th percentile | 50th percentile | 75th percentile . |
| Nonperforming Assets to Total Assets percentile vs peer group | 25th percentile | 50th percentile | 75th percentile . |
Compensation consultant: The Compensation Committee engages McLagan (Aon) as independent advisor; determined independent; supports both director and executive compensation decisions .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None; proxy discloses only Milligan/Noyce (United Fire Group) and Vaughan (Verisk, Hamilton). Sorensen has no current public company directorships . |
| Public company boards (prior 5 years) | None required to be disclosed for Sorensen . |
| Private/non-profit/academic boards | American Bankers Association; SHAZAM, Inc.; Iowa Business Council; Iowa PBS Foundation; University of Northern Iowa advisory (emeritus) . |
| Family relationships; selection arrangements | No family relationships; no arrangements/understandings for selection noted among nominees . |
Expertise & Qualifications
- Community banking leadership: Nearly three decades leading IBA; extensive industry/regulatory experience .
- Governance and risk: Expected Audit and Compensation Committee service; broad risk oversight exposure via association and board roles .
- Credentials: Certified Association Executive (inactive); award recognition for statewide leadership .
- Board skills matrix: Banking/financial services, risk management, government/public policy, banking and insurance regulations indicated for Sorensen .
Equity Ownership
| Holder | Shares Beneficially Owned | As-of Date | % of Shares Outstanding | Direct/Indirect | Source |
|---|---|---|---|---|---|
| John K. Sorensen | 1,738 | Apr 25, 2025 | ~0.0103% (1,738 / 16,832,632) | Direct | SEC Form 3 (https://www.sec.gov/Archives/edgar/data/1166928/000116692825000039/0001166928-25-000039-index.htm), Shares outstanding as of Feb 14, 2025: 16,832,632 . |
| John K. Sorensen | — | Feb 14, 2025 (record date) | — | — | Company beneficial ownership table lists “—” prior to election . |
Ownership guidelines: Non-employee directors must hold Company stock totaling 3x annual cash compensation; until compliant, must retain at least 50% of net-after-tax shares from equity plans; compliance monitored annually . Anti-pledging and anti-hedging policies apply to directors .
Governance Assessment
- Strengths: Independence; expected Audit and Compensation Committee membership; strong banking/regulatory expertise; robust WTBA governance architecture (independent chair, executive sessions, clawback, ownership guidelines, anti-hedging/pledging) underpin board effectiveness and investor alignment .
- Ownership alignment: Initial disclosed ownership of 1,738 shares (Form 3) provides starting alignment; adherence to 3x cash compensation guideline and 50% post-vest retention should further strengthen alignment over time .
- Conflicts/related parties: Proxy discloses related-party loan policies/approvals and none flagged for Sorensen; no family relationships; no public company interlocks that could create competitive conflicts; Audit Committee reviews and approves related-party transactions .
- RED FLAGS: None disclosed specific to Sorensen (no hedging/pledging allowed; no tax gross-ups; director RSUs are time-based; committee independence maintained) .
Insider Filings
| Form | Filing Date | Transaction Date | Type | Securities Owned After | Security | Link |
|---|---|---|---|---|---|---|
| Form 3 | 2025-04-25 | 2025-04-24 | Initial director statement | 1,738 | Common Stock | https://www.sec.gov/Archives/edgar/data/1166928/000116692825000039/0001166928-25-000039-index.htm |
All data represent disclosures in WTBA’s 2025 DEF 14A and SEC insider filings as cited above.