WEST BANCORPORATION INCWTBA
WEST BANCORPORATION INC Stock Compensation Disclosure
Stock Compensation Plans
The West Bancorporation, Inc. 2021 Equity Incentive Plan (as amended, the 2021 Plan) was originally approved by the stockholders in April 2021. The 2021 Plan replaced the West Bancorporation, Inc. 2017 Equity Incentive Plan (the 2017 Plan). Upon approval of the 2021 Plan, the 2017 Plan was frozen and no new grants will be made under that plan. Outstanding awards under the 2017 Plan will continue pursuant to their terms and provisions. The 2021 and 2017 Plans are administered by the Compensation Committee of the Board of Directors, which determines the specific individuals who will be granted awards under the 2021 Plan and the type and amount of any such awards. The 2021 Plan was originally approved at the April 2021 annual stockholders’ meeting and authorized 625,000 shares, and at the April 2024 annual stockholders’ meeting, the Company obtained stockholder approval to increase the number of shares of common stock authorized for issuance under the 2021 Plan by 550,000 shares, from 625,000 shares to 1,175,000 shares. All employees and directors of the Company and its subsidiary are eligible to become participants in the 2021 Plan. Under the terms of the 2021 Plan, the Company may grant a total of 1,175,000 shares of the Company’s common stock as stock awards and cash incentive awards. As of December 31, 2025, 515,311 shares of the Company’s common stock remained available for future awards under the 2021 Plan.
Under the 2021 Plan, the Company may grant RSU awards, as determined by the Compensation Committee, that vest upon the completion of future service requirements or specified performance criteria. All RSUs granted through December 31, 2025 under the 2021 and 2017 Plans were at no cost to the participants, and the participants will not be entitled to receive or accrue dividends until the RSUs have vested. Each RSU entitles the participant to receive, to the extent earned, one share of common stock on the vesting date or upon the participant’s termination due to death or disability, for time-based RSUs, upon a change in control of the Company if the RSUs are not fully assumed or if the RSUs are assumed and the participant’s employment is thereafter terminated by the Company without cause or by the participant for good reason, or, for performance-based RSUs, upon a change in control of the Company. If a participant terminates employment prior to the end of the continuous service period other than due to death, disability or retirement, the award is forfeited. If a participant terminates service due to retirement, the RSUs will continue to vest, subject to provisions of the 2021 and 2017 Plans. The Company grants time-based and performance-based RSU awards. The time-based RSU awards granted to employees vest 20 percent per year over a five year period and have a one to three year post-vesting holding period, applicable to 50 percent of the shares. The time-based RSU awards granted to directors vest after one year and have a three year post-vesting holding period, applicable to 50 percent of the shares. The performance based RSU awards granted to employees cliff vest at the end of a three year performance period based upon the Company meeting certain performance metrics and have a three year post-vesting holding period applicable to 50 percent of the shares.
The following table includes a summary of nonvested RSU activity for the years ended December 31, 2025, 2024 and 2023.
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Weighted | Weighted | Weighted | |||||||||||||||||||||||||||||||||
| Average | Average | Average | |||||||||||||||||||||||||||||||||
| Grant Date | Grant Date | Grant Date | |||||||||||||||||||||||||||||||||
| Fair Value | Fair Value | Fair Value | |||||||||||||||||||||||||||||||||
| (actual amounts, not in thousands) | Shares | Per Share | Shares | Per Share | Shares | Per Share | |||||||||||||||||||||||||||||
| Nonvested shares, beginning balance | 459,605 | $ | 17.55 | 479,480 | $ | 19.33 | 438,237 | $ | 20.87 | ||||||||||||||||||||||||||
| Granted | 156,142 | 17.69 | 163,950 | 13.90 | 175,680 | 16.79 | |||||||||||||||||||||||||||||
| Vested | (164,710) | 18.64 | (171,080) | 19.00 | (134,437) | 20.96 | |||||||||||||||||||||||||||||
| Forfeited | (5,695) | 19.42 | (12,745) | 17.63 | — | — | |||||||||||||||||||||||||||||
| Nonvested shares, ending balance | 445,342 | $ | 17.17 | 459,605 | $ | 17.55 | 479,480 | $ | 19.33 | ||||||||||||||||||||||||||
The fair value of RSU awards that vested during 2025, 2024 and 2023 was $3,274, $2,916 and $2,509, respectively. Total compensation costs, including director compensation, recorded for the RSUs were $2,744, $2,509 and $3,111 for the years ended December 31, 2025, 2024 and 2023, respectively. The tax benefit related to vesting of RSUs totaled $85 and $2 for the years ended December 31, 2025 and 2024, respectively. The tax expense related to the vesting of RSUs totaled $5 for the year ended December 31, 2023. As of December 31, 2025, there was $3,473 of unrecognized compensation cost related to nonvested RSUs, and the weighted average period over which these remaining costs are expected to be recognized was approximately 1.4 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Mar 3, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.