Steven Gaer
About Steven K. Gaer
Independent director of West Bancorporation, Inc. (WTBA) and West Bank since 2011; age 64; based in West Des Moines, Iowa . Background includes commercial real estate structuring, development, financing and underwriting, with leadership roles in R&R Realty Group and prior service as Mayor of West Des Moines (2007–2021) . He is currently President of Recoop Disaster Insurance (since 2022) and serves on its Board of Managers; he also serves on the Drake Law School Board of Counselors . The Board has determined he is independent under Nasdaq Listing Rule 5605(a)(2) and Item 407 of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R&R Realty Group (Iowa’s largest commercial real estate development, management and investment company) | Chief Operating Officer and General Counsel | Retired August 2022 | Extensive knowledge of commercial real estate structuring, development, financing and underwriting |
| City of West Des Moines, Iowa | Mayor | April 2007 – December 2021 | Government and public policy experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Recoop Disaster Insurance | President; Board of Managers member | President role began 2022; Board of Managers since July 2022 | Insurance/regulatory familiarity; executive leadership |
| Drake Law School | Board of Counselors | Current | Legal/governance advisory role |
Board Governance
- Committee assignments (Company, as of Dec 31, 2024): Compensation Committee member alongside Sean P. McMurray (Chair) and Steven T. Schuler; the Compensation Committee met 2 times in 2024 .
- Independence: Board determined Gaer is “independent”; only independent directors serve on Audit, Compensation, and Nominating and Corporate Governance committees .
- Attendance: The Board held five regularly scheduled meetings and one organizational meeting in 2024; all directors attended at least 75% of Board and committee meetings and all attended the 2024 annual meeting .
- Compensation Committee governance: Uses independent consultant McLagan (Aon) for executive compensation matters; McLagan reports directly to the Chair and provides market input; no other services to the Company .
- CD&A oversight: Gaer co-signed the Compensation Committee report recommending inclusion of CD&A in the proxy .
Fixed Compensation
Director compensation structure (Company and West Bank) for FY2024:
| Component | Amount | Notes |
|---|---|---|
| Company Board member annual retainer | $22,750 | Applies to non-employee directors |
| Company Committee chair annual retainer – Audit | $7,500 | — |
| Company Committee chair annual retainer – Compensation | $6,000 | — |
| Company Committee chair annual retainer – Nominating & Corporate Governance | $6,000 | — |
| Company Committee chair annual retainer – Risk Mgmt & IT | $6,000 | — |
| Company Committee membership annual retainer – Audit | $5,000 | — |
| Company Committee membership annual retainer – Compensation | $3,750 | — |
| Company Committee membership annual retainer – Nominating & Corporate Governance | $3,750 | — |
| Company Committee membership annual retainer – Risk Mgmt & IT | $3,750 | — |
| Company Equity award (target market value) | $32,500 | RSUs granted Apr 26, 2024 (1,945 shares); 50% post-vest hold for 3 years |
| Company Board Chair annual fee | $30,000 | — |
| Company Board Vice-Chair annual fee | $15,000 (discontinued Apr 25, 2024) | Discontinued in 2024 |
| West Bank Board member annual retainer | $9,750 | Bank-level Board |
| West Bank Directors Loan Committee chair annual retainer | $6,000 | Bank committee |
| West Bank Trust Committee chair annual retainer | $6,000 | Bank committee |
| West Bank Directors Loan Committee membership annual retainer | $3,750 | Bank committee |
| West Bank Trust Committee membership annual retainer | $3,750 | Bank committee |
Steven K. Gaer – 2024 Director Compensation (earned/paid for FY2024):
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash by the Company | $26,504 |
| Fees Earned or Paid in Cash by West Bank | $17,505 |
| Stock Awards (grant date fair value) | $28,504 |
| Other | — |
| Total | $72,513 |
Performance Compensation
- Annual RSU grant: Each non-employee director received RSUs for 1,945 shares of common stock at the annual organizational meeting on April 25, 2024; vesting date April 24, 2025; targeted market value $32,500 at grant; unvested RSUs forfeited upon resignation during the one-year vesting service period; 50% of vested shares must be retained for three years post-vesting .
- Director equity is time-based; no performance metrics are attached to director RSUs .
RSU grant details (FY2024):
| Grant Date | Shares Granted | Grant Date Target Value | Vesting Date | Post-vest Holding Requirement |
|---|---|---|---|---|
| April 26, 2024 (granted at meeting Apr 25, 2024) | 1,945 | $32,500 | April 24, 2025 | 50% of shares retained for 3 years |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Gaer .
- Compensation Committee interlocks: No members of the Compensation Committee (Gaer, McMurray, Schuler) were officers or employees of the Company or West Bank; no NEO served on the board/compensation committee of an entity whose executive officers served on WTBA’s Board/Compensation Committee .
Expertise & Qualifications
- Commercial real estate expertise (structuring, development, financing, underwriting) .
- Banking/insurance regulatory familiarity; risk management; business expertise per Board skills matrix .
- Government/public policy experience (Mayor of West Des Moines) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Feb 14, 2025) | 20,338 |
| Percent of shares outstanding | Less than 1% |
| Shares outstanding (for calculation) | 16,832,632 |
| Ownership guidelines (non-employee directors) | 3x annual cash compensation (Company + West Bank) |
| Compliance status (Board-wide as of Dec 31, 2024) | All non-employee directors except two newer appointees met guidelines; those two must retain at least 50% of shares until compliant |
| Hedging/pledging policy | No hedging or pledging of Company stock |
Governance Assessment
- Board effectiveness: Gaer brings long-tenured independent oversight (since 2011) with deep real estate and public policy experience; he sits on the Compensation Committee, which operates with independent membership and uses an independent consultant (McLagan) .
- Attendance and engagement: Board met 6 times (5 regular + 1 organizational) in 2024; all directors, including Gaer, attended at least 75% of Board/committee meetings and attended the annual meeting, supporting engagement .
- Pay-for-performance alignment (director level): Director equity is time-based RSUs with multi-year holding requirements, reinforcing alignment; targeted RSU value was unchanged vs prior year ($32,500) .
- Ownership alignment: Beneficial ownership of 20,338 shares and Board-wide stock ownership guidelines at 3x annual cash compensation, with retention rules until compliance; Company prohibits hedging/pledging .
- Conflicts/related-party exposure: The proxy discloses that certain directors have loans with West Bank in the ordinary course at market terms; the Audit Committee reviews and approves related-party transactions ≥$120,000, and the Board determined such loans did not impair independence; no director-specific loan disclosure for Gaer is provided .
- Compensation governance: Gaer co-signed the Compensation Committee report including CD&A; say-on-pay conducted annually with Board recommending “FOR” in 2025 .
RED FLAGS: None specifically disclosed for Gaer (no hedging/pledging, independent committee membership, attendance threshold met) . Note: Company-level disclosure of director loans exists (ordinary course, Audit Committee-approved); absence of Gaer-specific loan detail limits assessment of individual exposure .
Notes and References
- Committee meetings in 2024: Audit (4), Compensation (2), Nominating & Corporate Governance (3), Risk Management & IT (4) .
- Board leadership: Chair and CEO roles separated; Chair is independent .
- Clawback policy: Enhanced per SEC/Nasdaq effective July 26, 2023; equity awards under 2017 and 2021 plans subject to cancellation/recoupment per law .
- Compensation consultant: McLagan (Aon) determined independent; reports to Compensation Committee Chair; provides market analyses; no other services provided to Company .