Rosemary Parson
About Rosemary Parson
Independent director of West Bancorporation, Inc. (WTBA); age 67; joined the Company and West Bank boards in 2022. Currently Chief Administrative Officer at EquiTrust Life Insurance Company (since Dec 2024), with prior roles including Senior Vice President of Policy Administration and Community Relations (since Jan 2014), and vice president (since 2003). Expertise spans executive leadership in financial services operations, administrative controls, and cyber risk management, with more than 40 years of financial industry experience and 10 years of merger/M&A consolidation work. Parson is designated independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Bancorporation, Inc. | Director | 2022–present | Member: Audit; Risk Management & Information Technology |
| West Bank (subsidiary) | Director | 2022–present | Participates in subsidiary oversight; board committees include Directors Loan Committee and Trust Committee (not individually listed) |
| EquiTrust Life Insurance Company | Chief Administrative Officer | Dec 2024–present | Leads administrative and cyber risk management controls and mitigation strategies |
| EquiTrust Life Insurance Company | SVP, Policy Administration & Community Relations | Jan 2014–Dec 2024 | Executive leadership in operating systems controls |
| EquiTrust Life Insurance Company | Vice President | 2003–2014 | Charter member; operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Proxy states no other public company directorships for Parson in past 5 years (exceptions named for other directors only) |
Board Governance
- Independence: Board determined Parson is “independent” per Nasdaq Listing Rule 5605(a)(2) and Item 407 of Regulation S-K .
- Committees: Audit Committee member (4 meetings; quarterly executive sessions with auditors) and Risk Management & Information Technology Committee member (4 meetings; cybersecurity and enterprise risk oversight) .
- Attendance/Engagement: Board held 5 regular and 1 organizational meeting in 2024, plus 2 combined strategic planning meetings; all directors attended at least 75% of Board and committee meetings .
- Board structure and practices: Independent Chair, separation of Chair/CEO roles, executive sessions at least 4 times per year; only independent directors serve on Audit, Compensation, and Nominating & Corporate Governance Committees .
- ESG oversight: Nominating & Corporate Governance Committee oversees ESG reporting and strategy; continuing education includes cybersecurity .
Fixed Compensation
| Component | WTBA Policy Detail | Parson 2024 Amount |
|---|---|---|
| Board retainer (Company) | $22,750 annual cash | $31,508 fees earned by Company |
| Board retainer (West Bank) | $9,750 annual cash | $9,753 fees earned by West Bank |
| Committee membership fees (Audit; RM&IT) | Audit: $5,000; RM&IT: $3,750 (annual per committee) | Included within fee totals above |
| Committee chair fees | Audit: $7,500; RM&IT: $6,000 (if chair) | Not applicable (Parson is member) |
| Meeting fees | Not disclosed/none noted; structure is retainer-based | Not separately disclosed |
- Director stock ownership guidelines: Non-employee directors must hold Company stock equal to 3× annual cash compensation; until met, must retain at least 50% of shares received (net of tax) .
- As of Dec 31, 2024, all non-employee directors exceeded guidelines except two who first became subject in 2021 and 2022; they must retain at least 50% of shares until meeting the guideline (proxy does not identify individual names) .
Performance Compensation
| Element | 2024 Director Program | Parson Details |
|---|---|---|
| Annual equity grant (RSUs) | 1,945 RSUs granted on April 26, 2024; targeted grant-date market value $32,500; one-year vest; 50% post-vesting 3-year holding requirement | Stock award grant-date fair value $28,504; 1,945 RSUs vesting April 24, 2025; subject to 50% 3-year holding requirement |
| Options/PSUs | Company does not currently grant options to directors; director awards are time-based RSUs only | None disclosed beyond RSUs |
No director performance metrics (e.g., ROE/TSR) are tied to director compensation; equity is time-based with retention requirements .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None for Parson (proxy lists other directors with external boards; states no others) |
| Compensation committee interlocks | No interlocks; committee members not officers/employees; none of WTBA NEOs served on another issuer’s board/comp committee with reciprocal overlap |
| Shared roles with competitors/suppliers/customers | Not disclosed for Parson; related-party loans for certain directors reviewed/approved; independence maintained for affected directors |
Expertise & Qualifications
- Executive operations in financial services; administrative and cyber risk management controls; development of operating system controls; extensive M&A and consolidation experience (10 years) .
- Banking and financial services, risk management — highlighted in board skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Rosemary Parson | 3,035 | <1% | Ownership as of Feb 14, 2025; based on 16,832,632 shares outstanding |
| Non-employee director RSUs outstanding (as of 12/31/2024) | 1,945 | — | Granted 4/26/2024; vest 4/24/2025; 50% 3-year holding requirement; these were the only outstanding director equity awards at YE 2024 |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-04-24 | 2025-04-25 | Award (RSUs/common) | 1,738 | $0.00 | 6,718 | https://www.sec.gov/Archives/edgar/data/1166928/000116692825000043/0001166928-25-000043-index.htm |
| 2024-04-26 | 2024-04-29 | Award (RSUs/common) | 1,945 | $0.00 | 4,980 | https://www.sec.gov/Archives/edgar/data/1166928/000116692824000071/0001166928-24-000071-index.htm |
| 2023-04-27 | 2023-04-28 | Award (RSUs/common) | 1,868 | $0.00 | 3,035 | https://www.sec.gov/Archives/edgar/data/1166928/000116692823000091/0001166928-23-000091-index.htm |
| 2022-04-28 | 2022-05-02 | Initial Statement (Form 3) | — | — | 1,167 | https://www.sec.gov/Archives/edgar/data/1166928/000116692822000080/0001166928-22-000080-index.htm |
| [Readouts via Insider Trades skill output] [Readouts via Insider Trades skill output] [Readouts via Insider Trades skill output] [Readouts via Insider Trades skill output] |
Governance Assessment
- Strengths: Independent director; sits on Audit and Risk/IT committees central to financial reporting integrity and cybersecurity oversight; board practices emphasize independent leadership, executive sessions, and strong stock ownership/retention rules for directors, supporting alignment with shareholders .
- Compensation alignment: Director pay is modest, retainer/committee-based, with annual RSU grants and mandatory post-vesting holding retaining skin-in-the-game; no per-meeting fees or options; anti-hedging/anti-pledging policy for directors further supports alignment .
- Independence/attendance: Board and committee attendance thresholds met by all directors; Parson is explicitly independent; Audit Committee conducts quarterly executive sessions with auditors, enhancing oversight .
- Potential conflicts: Proxy discloses certain director-related loans at West Bank, made on market terms and approved by the Audit Committee; Board concluded independence not impaired. No related-party transactions flagged specific to Parson; no hedging/pledging permitted for directors (mitigates alignment risks) .
- Signals: No red flags disclosed for Parson (no late Section 16 filings noted for her; late filings cited only for Gulling). Director equity awards include a holding period; director ownership guidelines at 3× cash compensation encourage ongoing accumulation. Say-on-pay (executive) support remains strong (96% in 2024 for 2023 program), reflective of broader governance credibility, though not director-specific .
Notes and Citations:
- Director profile and committees:
- Board independence and attendance:
- Committee operations: Audit ; Risk/IT
- Director compensation structure and grants:
- Ownership (beneficial):
- External boards disclosure (none for Parson):
- Anti-hedging/pledging; options policy:
- Related-party transactions policy and approvals:
- Say-on-pay support: