Therese Vaughan
About Therese M. Vaughan
Therese M. Vaughan, age 68, is an independent director of West Bancorporation, Inc. (WTBA) since 2019 and an audit committee financial expert; she chairs the Nominating and Corporate Governance (NCG) Committee and serves on the Audit Committee . A leading expert in insurance regulation, she served as CEO of the National Association of Insurance Commissioners (2009–2012) and Iowa Insurance Commissioner (1994–2004), with academic roles at Drake University and the University of Iowa’s Vaughan Institute; she holds NACD.DC, CPCU, and Associate of the Casualty Actuarial Society designations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Insurance Commissioners (NAIC) | Chief Executive Officer | Feb 2009 – Nov 2012 | Led national insurance regulatory coordination |
| Iowa Insurance Division | Insurance Commissioner | Aug 1994 – Dec 2004 | Directed all insurance business in Iowa; regulatory leadership |
| Drake University | Interim Dean; Dean; Executive in Residence; Visiting Professor | Jun 2014 – Jun 2017 (Dean); until Aug 2021 (Executive in Residence); Aug 2017 – Aug 2019 (Visiting Professor) | Academic leadership and industry-academic engagement |
| University of Iowa (Tippie College of Business) | Professional Director, Vaughan Institute of Risk Management | Sep 2021 – Sep 2023 | Risk management education and program leadership |
External Roles
| Company | Board Role | Start | Committees |
|---|---|---|---|
| Verisk Analytics, Inc. (public) | Director | Feb 2013 | Audit; Governance; Corporate Sustainability; Nominating |
| Wellmark Blue Cross and Blue Shield (private) | Director | May 2013 | Audit; Compliance |
| Hamilton Insurance Group, Ltd (public) | Director | Mar 2024 | Nominating & Corporate Governance; Underwriting & Risk |
| American International Group, Inc. (public) | Director (retired) | Retired Jan 31, 2024 | Prior service; retired from board |
| Prior boards (public) | Validus Holdings, Ltd; Principal Financial Group, Inc.; Endurance Specialty Holdings Ltd. | Prior service | Public company board experience |
Board Governance
- Committee assignments (2024): Chair, Nominating and Corporate Governance; Member, Audit .
- Independence: Board determined Vaughan is independent under Nasdaq and Item 407 of Regulation S‑K .
- Attendance: In 2024, the Board held five regular meetings and one organizational meeting; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions available at all meetings, scheduled at least four times per year .
- Committee activity levels (2024): Audit (4 meetings); Compensation (2); NCG (3); Risk & IT (4) .
- Leadership structure: Independent Chair; Chair and CEO roles separated .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash by the Company | $37,508 |
| Fees Earned or Paid in Cash by West Bank | $13,505 |
| Stock Awards (RSUs) | $28,504 (grant date fair value) |
| Total | $79,517 |
| Director Equity Grant Details (Board policy) | Detail |
|---|---|
| Annual RSU grant (non-employee directors) | 1,945 RSUs granted April 26, 2024; targeted grant value $32,500; one-year vest (vest date April 24, 2025); 50% of shares must be retained for three years post-vesting |
| Board/committee cash fee schedule (Company) | Board retainer $22,750; Audit Chair $7,500; Audit member $5,000; Compensation Chair $6,000; Compensation member $3,750; NCG Chair $6,000; NCG member $3,750; Risk & IT Chair $6,000; Risk & IT member $3,750; Board Chair $30,000; Vice-Chair $15,000 (discontinued April 25, 2024) |
| West Bank board/committee cash schedule | Board retainer $9,750; Trust Chair $6,000; Trust member $3,750; Loan Chair $6,000; Loan member $3,750 |
- Stock ownership guidelines: Non-employee directors must hold Company stock equal to 3× annual cash compensation; until met, must retain at least 50% of net-after-tax shares from equity plans; compliance monitored annually .
Performance Compensation
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Performance-based metrics (e.g., ROE, efficiency, NPA) | None disclosed for directors; director RSUs are time-based with holding requirements (performance metrics apply to NEO awards, not directors) |
Other Directorships & Interlocks
- The proxy notes that, with the exception of Milligan and Noyce (directors of United Fire Group, Inc.), and Vaughan (director of Verisk Analytics, Inc. and Hamilton Insurance Group, Ltd.), none of the other nominees hold public company directorships; no other disclosable interlocks in the past five years .
- No family relationships or selection arrangements; independence assessed for conflicts and age eligibility .
Expertise & Qualifications
- Audit committee financial expert designation; deep insurance regulatory expertise; NACD.DC certified, CPCU, and Associate of the Casualty Actuarial Society .
- Board diversity/skills matrix indicates risk management, banking/insurance regulations, government/public policy, public company experience .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned (Feb 14, 2025) | 9,468 |
| Percent of Shares Outstanding | <1% (asterisk indicates less than 1%) |
| Shares Outstanding (for reference) | 16,832,632 (as of Feb 14, 2025) |
| Anti-hedging/anti-pledging policy | Hedging prohibited; pledging/margin accounts prohibited for directors/NEOs |
Insider Trades (Form 4s and Equity Movements)
| Date | Filing/Source | Transaction | Shares/Notes |
|---|---|---|---|
| Apr 25, 2025 (period Apr 24, 2025) | SEC EDGAR Form 4 index | Statement of changes in beneficial ownership for period including RSU vest date; details filed on EDGAR | |
| Apr 26, 2024 (grant) | Proxy disclosure | Director RSU grant: 1,945 shares, targeted value $32,500; one-year vest to Apr 24, 2025; 50% holding requirement for three years post-vesting |
Governance Assessment
- Board effectiveness: Independent chair, separate Chair/CEO, strong committee structure (Audit, Compensation, NCG, Risk & IT) with independent membership; audit committee financial expert designation for Vaughan supports oversight quality .
- Independence and attendance: Vaughan is independent; directors met attendance thresholds and engaged in executive sessions; stockholder engagement conducted with top holders (39% of shares contacted) .
- Director compensation alignment: Equity grants with post-vesting holding requirements and 3× cash comp ownership guidelines promote alignment; no director perquisites disclosed; anti-hedging/anti-pledging policies in place .
- Related-party transactions: Certain director-related loans exist but were ordinary course, on market terms, and reviewed/approved by the Audit Committee; none were nonaccrual/past due/TDR; independence not impaired per Board determination .
- RED FLAGS: Time-commitment considerations due to multiple external boards (Verisk, Hamilton, Wellmark); mitigated by proxy’s attendance disclosures and committee workload transparency . No hedging/pledging permitted; no tax gross-ups; equity acceleration uses double-trigger for time-based awards, reducing change-in-control risk costs .
- Compensation governance: Independent compensation consultant (McLagan, Aon) retained; say-on-pay support historically strong (96% for 2023 program at 2024 meeting) indicating investor alignment on pay practices .
Overall signal: Vaughan brings substantial regulatory and audit expertise, chairs governance, and meets independence standards with solid attendance. Policies on ownership, clawbacks, and anti-hedging/pledging bolster alignment. No specific related-party or attendance concerns disclosed; external board commitments warrant monitoring but current disclosures show adequate engagement.