Lisa Elming
About Lisa J. Elming
Independent director of West Bancorporation, Inc. (WTBA); age 64; joined the Company and West Bank boards in 2021. Retired information technology executive with 35+ years of experience; formerly Director of Information Technology at Pioneer Hybrid International (now part of Corteva Agriscience) from 2012–2017, overseeing IT across the U.S., Mexico, and Brazil. Serves as Chair of WTBA’s Risk Management & Information Technology Committee; resides in Johnston, Iowa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Hybrid International | Director of Information Technology | 2012–2017 | Led IT supporting Pioneer’s business activities in U.S., Mexico, and Brazil |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy states no other public company directorships for Elming (outside the disclosed exceptions for other nominees) |
Board Governance
- Independence: Determined independent under Nasdaq Listing Rule 5605(a)(2) and Item 407 of Regulation S‑K; serves as Chair of the Risk Management & Information Technology (RM&IT) Committee, which had 4 meetings in 2024; all RM&IT members independent except Douglas R. Gulling (retired executive officer) .
- Committee assignments: RM&IT Committee Chair; primary board committee for enterprise risk management and technology oversight, including cybersecurity, and regular review of strategic, credit, market, liquidity, operational, IT/security, legal, compliance, investment, financial, reputational and other risks; committee provides continuing education on risk governance and technology .
- Attendance: Board held five regular meetings and one organizational meeting in 2024, plus two combined strategy meetings with West Bank; all directors attended at least 75% of Board and committee meetings; all Board members attended the 2024 annual meeting of stockholders .
- Leadership structure: Independent Board Chair (George D. Milligan); Chair and CEO roles separated; executive sessions of independent directors available and scheduled at least four times per year .
- Committee change: On August 19, 2024, director Patrick J. Donovan resigned; he previously served on RM&IT, reducing committee membership .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash by the Company | $32,504 |
| Fees Earned or Paid in Cash by West Bank | $13,505 |
| Stock Awards (Grant Date Fair Value) | $28,504 |
| Total | $74,513 |
Director compensation structure (policy-level):
- Company board member annual retainer: $22,750; RM&IT chair annual retainer: $6,000; RM&IT membership retainer: $3,750; annual equity award targeted market value: $32,500 (granted April 26, 2024) .
- West Bank board member annual retainer: $9,750; West Bank Loan and Trust committee chair: $6,000; committee membership retainer: $3,750 .
Performance Compensation
| Award Type | Grant Date | Shares | Grant Date Fair Value (USD) | Vesting | Holding Requirement | Notes |
|---|---|---|---|---|---|---|
| RSU | Apr 26, 2024 | 1,945 | $28,504 | Vests Apr 24, 2025 | 50% of shares must be retained for 3 years post-vest (net after tax) | Targeted market value $32,500 at grant; forfeiture if director resigns before vesting |
- Clawback: All equity awards under the 2017 and 2021 Equity Plans are subject to cancellation/recoupment under the company’s enhanced clawback policy adopted July 26, 2023, aligned with SEC/Nasdaq rules .
- Performance metrics: No TSR/financial metric-based vesting for director RSUs; awards are time-based with post-vest retention requirements .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | Proxy affirms no other public company boards for Elming; reduces interlock risk |
Expertise & Qualifications
- Skills matrix highlights risk management, information technology, business expertise for Elming; public-company executive/board experience not indicated for Elming (several other nominees have it) .
- The RM&IT Committee relies on her 35+ years of IT expertise; biography underscores cybersecurity and enterprise IT oversight experience .
Equity Ownership
| Metric | Value | As-of Date |
|---|---|---|
| Shares Beneficially Owned | 3,935 | Feb 14, 2025 |
| Percent of Shares Outstanding | <1% | Feb 14, 2025 (16,832,632 shares outstanding) |
| Stock Ownership Guidelines | Non-employee directors must hold stock equal to 3x annual cash compensation; until met, must retain at least 50% of shares received (net of tax) | |
| Compliance Note | As of Dec 31, 2024, all non-employee directors held shares in excess of guidelines except two (first subject in 2021 and 2022); names not disclosed; continued retention required until compliance |
- Section 16 reporting: Company believes all Section 16 reports for directors/officers in 2024 were timely, except two late Form 4s by director Gulling due to administrative oversight; no late filings noted for Elming .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 (Approval of 2024 NEO compensation) | 10,012,499 | 338,010 | 226,372 | 3,395,943 |
| 2024 (Approval of 2023 NEO compensation) | 10,004,713 | 394,531 | 174,649 | 3,268,843 |
Shareholder support for Elming’s director elections:
| Year | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2025 | 10,547,600 | 29,281 | 3,395,943 |
| 2024 | 10,527,958 | 45,935 | 3,268,843 |
Governance Assessment
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Strengths:
- Independent director chairing the RM&IT Committee with explicit oversight of enterprise risk and cybersecurity; committee met 4 times in 2024 and provides continuing education, supporting board effectiveness on risk .
- Clear independence and strong IT background, aligning with current risk domains for a regional bank (cyber, operational resilience) .
- Equity alignment via annual RSUs and post-vest retention; robust stock ownership guidelines (3x cash); enhanced clawback policy covering equity awards .
- Broad shareholder support in director elections and strong quorum/participation at annual meetings; independent chair and regular executive sessions bolster oversight .
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Watch items:
- RM&IT Committee includes one non-independent member (Gulling), which is atypical for risk oversight committees; mitigate by Elming’s independent chair role and explicit committee charter and board-level risk structure .
- Related-party banking relationships exist for certain directors (ordinary course terms; reviewed/approved by Audit Committee); independence affirmed, but exposure warrants ongoing monitoring by investors .
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Signals and implications for investor confidence:
- The combination of Elming’s IT/cyber experience with chairing RM&IT is a positive governance signal for operational risk oversight in a financial institution .
- Equity retention guidelines and high director vote support suggest alignment and confidence; absence of disclosed performance metrics in director equity indicates conservative, time-based alignment rather than aggressive pay-for-performance structures for directors .