DEF 14A of Ames National Corp
Filed Mar 14, 2025 · FY20240001437749-25-007627
Board of Directors
Board of Directors The Board currently consists of eleven directors separated into three classes elected on a staggered basis, with each director generally serving a term of three years. Each director (with the exception of John P. Nelson, President and Chief Executive Officer of the Company; John L. Pierschbacher, former Chief Financial Officer of the Company; and Patrick G. Hagan, Chairman of Board) also serves on one or more of the three standing committees (Audit, Personnel and Nominating) established by the Board. The following table lists each director currently serving on the Board, the director’s term of service and the committee(s) to which the director is currently appointed, if any.
Board of Directors
| Name of Director | Term(1) | Audit Committee | Personnel Committee | Nominating Committee | | Jeffery C. Baker | 2026 | X | | | | Betty A. Baudler Horras | 2026 | | | X | | David W. Benson | 2025 | | X | X | | Michelle R. Cassabaum | 2025 | | X | | | Lisa M. Eslinger | 2027 | X | X | | | Patrick G. Hagan | 2026 | | | | | Everett S. Miles | 2027 | | X | | | John P. Nelson | 2025 | | | | | John L. Pierschbacher | 2027 | | | | | Kevin L. Swartz | 2025 | X | | X | | Scot A. Trost | 2027 | | | X |
Board of Directors
Note: (1) A director’s term of service expires at the annual meeting of shareholders to be held in the year indicated for each director.
Director Compensation for 2024
Director Compensation for 2024 Compensation paid to the non-employee directors of the Company is determined on an annual basis by the Board upon recommendation of the Personnel Committee. Each year, the President of the Company develops a recommendation to the Personnel Committee with respect to fees to be paid to the non-employee directors of the Company for attendance at meetings of the Board and of committees of the Board and fees to be paid to members of the boards of directors of the Banks for board and committee meetings. The recommendation is provided to the Personnel Committee which, in turn, reviews and makes its recommendation to the Board with respect to director fees to be paid for the year. The following table provides information concerning all compensation paid to each director during 2024 for services as a member of the Board and, to the extent applicable, for services as a member of the board of directors of one of the Banks.
Director Compensation for 2024
| Name | Fees Earned or Paid in Cash(1) | All Other Compensation(2) | Total (3) | | Jeffery C. Baker | $32,840 | $1,933 | $34,773 | | Betty A. Baudler Horras | $32,610 | $1,933 | $34,543 | | David W. Benson | $21,180 | None | $21,180 | | Michelle R. Cassabaum | $28,750 | $1,933 | $30,683 | | Lisa M. Eslinger | $25,510 | None | $25,510 | | Steven D. Forth (4) | $14,480 | $1,933 | $16,413 | | Patrick G. Hagan | $34,110 | $1,933 | $36,043 | | James R. Larson II (5) | $3,180 | None | $3,180 | | Everett S. Miles | $21,840 | $1,933 | $23,773 | | John P. Nelson | None | None | None | | John L. Pierschbacher | $10,540 | None | $10,540 | | Kevin L. Swartz | $30,585 | $1,933 | $32,518 | | Scot A. Trost | $22,010 | $1,933 | $23,943 |
Director Compensation for 2024
Notes:
Director Compensation for 2024
| (1) Consists of cash payments of director fees determined as follows: (i) $2,500 for each regular meeting of the Board attended by a director during 2024, with an extra $1,000 per meeting for the Chairman of the Board, (ii) an annual retainer of $9,000 for each director, paid in quarterly installments of $2,250 (with the exception of Steven D. Forth and James R. Larson II, who retired from service during 2024 and received only one quarterly retainer payment, and John L. Pierschbacher, who received two quarterly retainer payments following his retirement in July of 2024); and (iii) $520 for members and $660 for the committee chair for each meeting of a committee of the Board attended by a director during 2024. In addition, ten (10) directors also received cash payments of director fees for service as a member of the board of directors of one of the Banks determined as follows: (i) fees ranging from $650 to $900 for Bank board meetings attended by a director during 2024; and (ii) fees ranging from $295 to $600 for meetings of Bank board committees attended by a director during 2024. Additionally, John L. Pierschbacher, who retired as Chief Financial Officer of the Company in July of 2024, received fees of $1,040 for attending meetings of the Audit Committee that were held after his retirement in 2024. No other form of compensation was paid to any director during 2024, except as described in Note 2 below. |
Director Compensation for 2024
| (2) Each director serving on the board of directors of a Bank as of May 2024, except John P. Nelson, also received a cash payment of $1,933 during 2024 as a part of the Director Stock Incentive Plan adopted by each of the Banks in 2023 (the “Stock Plan”). David W. Benson, Lisa M. Eslinger, James R. Larson II and John L. Pierschbacher did not serve on a Bank board in May, 2024 and thus were not eligible to receive a cash payment as a part of the Stock Plan. The purpose of the Stock Plan is to provide directors of the Banks with an incentive to invest in Common Stock of the Company and to motivate prudential oversight of the Banks’ businesses as contributors to the success of the Company. Under the terms of the Stock Plan, eligible directors of each Bank receive a cash award (the “Award”) on or about May 15 of each year, with the Award being equal to the market value of 100 shares of the Common Stock and with the market value being established at the average closing price of the Common Stock on the ten (10) trading days preceding and including April 30. Bank directors receiving the Awards are encouraged, but are not required, to use the cash from the Award, together with their own funds, to purchase a minimum of 200 shares of Common Stock through open market transactions initiated by the director. The purchase, if made, must occur prior to December 15 of each year, but all terms of the purchase (including the timing of the purchase and purchase price to be paid) are to be determined in the sole discretion of the director. Once purchased, the director is expected to hold the Common Stock for a period of at least five (5) years. A director who elects not to use the Award towards the purchase of a minimum 200 shares of the Common Stock, or to observe the holding period, may be subject to exclusion from future participation under the Stock Plan. During 2024, each of the directors of the Company, with the exception of John P. Nelson; David W. Benson; Lisa M. Eslinger; James R. Larson II; and John L. Pierschbacher, received an Award of $1,933 under the Stock Plan. |
Director Compensation for 2024
| (3) Amounts reported in this column consist of total payments made to each director during 2024, calculated by adding the figures appearing the Fees Earned or Paid in Cash column and the All Other Compensation column for each director. |
Director Compensation for 2024
| (4) Steven D. Forth retired as a director of the Company effective as of the end of his term of service in April, 2024. Mr. Forth was no longer eligible to stand for reelection due to the Company’s corporate governance policy on age limitation. |
Director Compensation for 2024
| (5) James R. Larson II retired as a director of the Company effective as of the end of his term of service in April, 2024. Mr. Larson was no longer eligible to stand for reelection due to the Company’s corporate governance policy on age limitation. |
Proposal 1 – Election of Directors
Proposal 1 – Election of Directors The Board of the Company currently consists of eleven directors, divided into three classes of three or four directors each for the purpose of electing and defining the terms of service of such directors. The terms of four directors will expire at the Meeting, all of whom, except Mr. Benson who is retiring as a director, have been nominated for re-election to the Board, to serve a three-year term to expire at the annual meeting of shareholders to be held in 2028. Each director elected at the Meeting will serve until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The Board has no reason to believe that any nominee named in this Proxy Statement will be unable to serve as a director, if elected. However, in case any nominee should become unavailable for election, the proxy will be voted for such substitute, if any, as the Board may designate. Set forth below are the names of the four persons nominated by the Board for election as directors at the Meeting, along with certain information concerning such persons. Nominees for Three-Year
Proposal 1 – Election of Directors
| Douglas W. Beals Age 63 | Mr. Beals has been nominated for election as a new director of the Company. He serves as an attorney for Moore, McKibben, Goodman & Lorenz, LLP in Marshalltown, Iowa assisting clients in many areas of the law, including real estate, estate planning, estate and trust settlement, and income tax preparation and planning. He has served on the board of directors of United Bank & Trust Co. since 2018. | | Michelle R. Cassabaum Age 57 | Ms. Cassabaum has served as a director of the Company since 2019. She is the Chief Operating and Financial Officer and is a cofounder of 21st Century Rehab P.C., a provider of physical therapy services with offices predominately located in central Iowa. She has served on the board of directors of State Bank & Trust Co. since 2004. | | John P. Nelson Age 58 | Mr. Nelson has served as a director of the Company since 2013. He was appointed President and Chief Executive Officer of the Company in 2018 after having served as the Chief Financial Officer and Secretary of the Company since 1999. He currently serves as Chairman of the Board of Boone Bank & Trust Co., First National Bank, and United Bank & Trust Co. Mr. Nelson also serves on the board of directors of Iowa State Savings Bank. | | Kevin L. Swartz Age 65 | Mr. Swartz has served as a director of the Company since 2016. He retired in 2020, last serving as the Chief Executive Officer of Wolfe Clinic PC, a medical clinic headquartered in Marshalltown, Iowa that specializes in treating eye conditions. Mr. Swartz has served on the board of directors of United Bank & Trust Co. since 2003. |
Board Recommendation
Board Recommendation The Board unanimously recommends a vote “FOR” the election of each of the foregoing nominees to the Board. Required Vote The four nominees who receive the greatest number of votes “FOR” their election will be elected to the Board, regardless of whether any individual nominee receives votes from a majority of the votes cast at the Meeting. Brokers or other nominees who hold shares in “street name”, and who have not received voting instructions from the beneficial owner of such shares, will have no discretionary authority to vote on the election of directors. Set forth below is certain information with respect to directors of the Company who will continue to serve subsequent to the Meeting and who are not nominees for election at the Meeting. Directors Continuing in Office
Board Recommendation
| Jeffery C. Baker Age 68 | Mr. Baker has served as a director of the Company since 2022. Mr. Baker retired in 2020 from the accounting and consulting firm RSM US LLP where he specialized in banking, other financial services entities and public companies. In addition to his role as an audit partner, he was the Firm’s national director of banking services. Mr. Baker has served as a director of First National Bank since 2021. | | Betty A. Baudler Horras Age 71 | Ms. Baudler Horras has served as a director of the Company since 2000. She is the President of Baudler Enterprises, Inc., dba Sign Pro, a sign and graphics business located in Ames, Iowa, and the former owner and General Manager of radio stations KASI and KCCQ located in Ames, Iowa, and KIKD located in Carroll, Iowa. She has served on the board of directors of First National Bank since 1991. | | Patrick G. Hagan Age 68 | Mr. Hagan has served as a director of the Company since 2017 and as Chairman of the Board since 2022. He retired in 2019, last serving as the Senior Vice President and Treasurer of Fareway Stores, Inc., a privately owned company operating grocery stores in Iowa, Illinois, Minnesota and Nebraska. Prior to joining Fareway, he was an Executive Vice President and director of Citizens National Bank in Boone, Iowa for five years. Mr. Hagan served on the board of directors of Boone Bank & Trust Co. from 2015 until April, 2023. Mr. Hagan began serving on the board of directors of First National Bank in September, 2023. |
Board Recommendation
| Lisa M. Eslinger Age 62 | Ms. Eslinger has served as a director of the Company since 2015. She retired in 2022 as the Chief Financial and Administrative Officer for the Iowa State University Foundation. Prior to joining the Foundation as Controller in 1998, she was a senior manager with the international public accounting firm KPMG LLP, providing audit and consulting services to governmental and not-for-profit entities. She has served on the board of directors of First National Bank since 2011. | | Everett S. Miles Age 44 | Mr. Miles has served as a director of the Company since 2024. He is currently Vice President, Enterprise Strategy, Innovation, and Capital Markets at the Principal Financial Group, with responsibilities for the execution of enterprise and business unit strategy, accelerating innovation, and oversees all aspects of mergers, acquisitions, divestitures, and capital market activities. Prior to joining Principal Financial Group, he served as Vice President, Business Strategy for Prudential Financial. He has served on the board of directors of First National Bank since January, 2023. | | John L. Pierschbacher Age 65 | Mr. Pierschbacher has served as a director of the Company since 2018. He retired July 5, 2024, after serving since 2018 as Chief Financial Officer and Secretary of the Company following his service as Controller since 2008. Prior to joining the Company, Mr. Pierschbacher served as a director with RSM, US LLP, and as Chief Financial Officer of a publicly traded bank holding company in Iowa. | | Scot A. Trost Age 52 | Mr. Trost has served as a director of the Company since 2024. He owns and operates a large row crop and livestock farm in the Lenox, Iowa area. He has served on the board of directors of Iowa State Savings Bank since 2019. |
Board Recommendation
None of the directors or nominees currently serves, or has served in the past five years, as a director of another company whose securities are registered under the Securities Exchange Act of 1934, or a company registered under the Investment Company Act of 1940. There are no family relationships among the Company’s directors, nominees for director and executive officers. Director Qualifications Under rules adopted by the Securities and Exchange Commission, the Company is required to describe the experience and qualifications of those persons serving as directors or nominated for election as directors. The Nominating Committee, which is charged with the responsibility of evaluating nominees for director, has historically sought individuals with prior experience in business, professional practice or government, a commitment to community involvement and, perhaps most importantly, prior service as a member of the board of directors of one of the Banks. Experience gained through these pursuits is viewed by the Nominating Committee as a strong indication that individuals nominated for election as directors will possess the attributes for successful service as a member of the Board. ● Mmes. Baudler Horras and Cassabaum and Messrs. Hagan, Miles, Swartz and Trost all have substantial business experience as the owner and/or a senior executive officer of a business enterprise through which they have obtained, to varying degrees, knowledge with respect to financial and accounting matters, operational matters, risk management issues, marketing issues and human resources issues. Ms. Eslinger and Mr. Baker each possess a high level of qualification with respect to financial and accounting matters based, respectively, on Ms. Eslinger’s experience as the senior financial officer of the Iowa State University Foundation and as a former senior manager of a public accounting firm and Mr. Baker’s experience as an audit partner with RSM US LLP specializing in the banking and financial services industries. Mr. Beals practiced business, real estate and trust and estate law for over 40 years and contributes his legal and business knowledge to the Board. Mr. Nelson was a commissioned bank examiner for the Federal Deposit Insurance Corporation prior to joining the Company as Auditor in 1993 and brings a high level of qualification with respect to banking, accounting and regulatory matters, as well as his many years of service as the Company’s senior financial officer. Mr. Pierschbacher also brings a high level of qualification with respect to banking, accounting and regulatory matters as he has considerable experience as a senior bank officer of publicly traded bank holding companies and as a director of a public accounting firm. ● Each of the directors and nominees has demonstrated active involvement in the community in which he or she resides, all of which are included in the trade areas in which the Banks conduct their business operations. This demonstrated commitment to community involvement is important to the Company as the directors are viewed as key links to clients and prospective clients, as well as furthering the reputation of the Banks in those communities. ● Each of the directors and nominees, with the exception of Mr. Pierschbacher, has served on the board of directors of one of the Banks prior to his or her election to the Board of the Company. This prior experience is highly desired for members of the Board, as it enables the individual to become familiar with the Company’s practices and business philosophy, as well as the financial and operational aspects of a financial institution, before accepting a position on the Board of the Company. Prior service on the board of a Bank has also enabled the Nominating Committee to assess the performance of the individual as a director of a Bank and to determine that such performance merits elevation to the Board of the Company.
Summary Compensation Table for 2024
Summary Compensation Table for 2024 The following table sets forth information concerning all forms of compensation paid to or earned by the following Executive Officers during 2024 and 2023.
Summary Compensation Table for 2024
| Name and Principal Position | Year | Salary(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total (4) ($) | | John P. Nelson, | 2024 | $393,900 | $5,078 | $20,700 | $419,678 | | President and Chief Executive Officer of the Company | 2023 | $384,988 | $4,969 | $19,800 | $409,757 | | Scott T. Bauer, | 2024 | $271,000 | $0 | $18,309 | $289,309 | | President of First National Bank | 2023 | $264,290 | $0 | $17,927 | $282,217 | | Michael A. Wilson, | 2024 | $267,910 | $2,539 | $17,529 | $287,978 | | Executive Vice President and Chief Lending Officer of the Company | 2023 | $252,720 | $2,484 | $15,312 | $270,516 |
Summary Compensation Table for 2024
Notes:
Summary Compensation Table for 2024
| 1) | Amounts reported in this column represent the base salary paid to each Executive Officer during 2024 and 2023. |
Summary Compensation Table for 2024
| 2) | Amounts reported in this column represent the total amount of incentive compensation paid to each Executive Officer during 2024 and 2023, consisting of, if applicable, deferred salary and performance awards under the Company’s management incentive compensation plan (discussed on the following pages). During 2024, Mr. Nelson earned deferred salary of $4,361 and performance awards of $717 for total incentive compensation of $5,078; Mr. Bauer did not earn either deferred salary or a performance award; and Mr. Wilson earned deferred salary of $2,181 and performance awards of $358 for total incentive compensation of $2,539. During 2023, Mr. Nelson earned deferred salary of $4,638 and performance awards of $311 for total incentive compensation of $4,969; Mr. Bauer did not earn either deferred salary or a performance award; and Mr. Wilson earned deferred salary of $2,319 and performance awards of $165 for total incentive compensation of $2,484. |
Summary Compensation Table for 2024
| 3) | Amounts reported in this column for 2024 represent employer contributions of $20,700, $16,376, and $15,596 to the Company 401(k) Plan paid for Mr. Nelson, Mr. Bauer and Mr. Wilson, respectively. In addition, Mr. Bauer and Mr. Wilson received a cash payment of $1,933 under the applicable Bank Director Stock Incentive Plan (discussed in Note 2 to the Director Compensation Table). Amounts reported in this column for 2023 represent employer contributions of $19,800, $17,927 and $15,312 to the Company 401(k) Plan paid for Mr. Nelson, Mr. Bauer and Mr. Wilson, respectively. In addition, Mr. Bauer received a cash payment of $1,952 under the applicable Bank Director Stock Incentive Plan. |
Summary Compensation Table for 2024
| 4) | Amounts reported in this column consist of total compensation paid to each Executive Officer during 2024 and 2023, calculated by adding the figures appearing in the Salary column, the Non-Equity Incentive Plan Compensation column and the All Other Compensation column for each Executive Officer. |
Pay Versus Performance
Pay Versus Performance Under the rules of the Securities and Exchange Commission (“SEC”), the following tabular disclosure is required to illustrate the relationship between compensation actually paid to the Company’s principal executive officer (“PEO”) and other named executive officers (“Other NEOs”) and the Company’s performance as measured by total shareholder return and net income.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Company Net Income(6) | | 2024 | $419,678 | $419,678 | $288,644 | $288,644 | $78.18 | $10,218,000 | | 2023 | $409,757 | $409,757 | $276,367 | $276,367 | $96.41 | $10,817,000 | | 2022 | $448,520 | $448,520 | $305,207 | $305,207 | $100.97 | $19,293,000 |
Pay Versus Performance
| (1) The figures in this column represent the total compensation paid to John P. Nelson, the PEO, for each year as reported in the Summary Compensation Table. |
Pay Versus Performance
| (2) The figures in this column represent the compensation actually paid to the PEO for each year. Under SEC rules governing the “pay versus performance” disclosure, total compensation for the PEO as reported in the Summary Compensation Table and as actually paid to the PEO is identical, as no adjustment to the figures as reported in the Summary Compensation Table is required to reflect compensation actually paid to the PEO. |
Pay Versus Performance
| (3) The figures in this column for 2024 and 2023 represent the average of the total compensation paid to Scott T. Bauer and Michael A. Wilson, the Other NEOs as reported in the Summary Compensation Table for 2024 and 2023. The figures in this column for 2022 represent the average of the total compensation paid to John L. Pierschbacher and Scott T. Bauer, the Other NEOs, as reported in the Summary Compensation Table for 2022. |
Pay Versus Performance
| (4) The figures in this column represent the average compensation actually paid to the Other NEOs for each year. Under SEC rules governing the “pay versus performance” disclosure, compensation for the Other NEOs as reported in the Summary Compensation Table and as actually paid to the Other NEOs is also identical, as no adjustment to the figures as reported in the Summary Compensation Table is required to reflect average compensation actually paid to the Other NEOs. |
Pay Versus Performance
| (5) The figures in this column represent the cumulative total shareholder return of the Company’ Common Stock as of the end of each year presented, assuming the investment of $100 in the Common Stock on December 31, 2021. Total shareholder return is calculated based on the change in value for the period designated, assuming the reinvestment of all dividends paid during the period. |
Pay Versus Performance
| (6) The figures in this column represent the net income of the Company as reported in its consolidated financial statements for each year presented. |
Pay Versus Performance
As discussed above in the EXECUTIVE COMPENSATION section of this Proxy Statement, the compensation payable to the PEO and Other NEOs consists primarily of base salary and incentive compensation in the form of deferred salary and performance awards as determined under the MIC Plan. As that discussion also explains, the primary factor in determining the amount of incentive compensation payable to the PEO and Other NEOs is the performance of each Bank relative to the “return on assets” target ratio designated for each Bank under the MIC Plan at the outset of each year. Under the MIC Plan, neither total shareholder return nor net income is a direct factor in determining entitlement to either form of incentive compensation. As such, there is no direct relationship between compensation actually paid to the PEO or to average compensation actually paid to the Other NEOs, on the one hand, and total shareholder return or net income, on the other hand. However, as demonstrated by the figures in the table above and as described below, there is a significant degree of correlation between compensation actually paid and these performance measures during the three-year period:
Pay Versus Performance
| ● | Net Income v. Compensation Actually Paid. As compensation actually paid to the PEO declined from $448,520 in 2022 to $409,757 in 2023, and as average compensation actually paid to the Other NEOs declined from $305,207 in 2022 to $276,367 in 2023, the Company’s net income also experienced a decline, decreasing from $19.3 million in 2022 to $10.8 million in 2023. Similarly, as compensation actually paid to the PEO slightly increased from $409,757 in 2023 to $419,678 in 2024, and as average compensation actually paid to the Other NEOs slightly increased from $276,367 in 2023 to $288,644 in 2024, the Company’s net income experienced a smaller decline, decreasing from $10.8 million to $10.2 million. Notably, during the three-year period (2022 through 2024) when net income declined from $19.3 million to $10.2 million, or by 47%, the amount of incentive compensation actually paid to the PEO and the average amount of incentive compensation actually paid to the Other NEOs declined from $60,760 to $5,078, or by 92%, and from $43,624 to $1,269, or by 97%, respectively, reflecting a high degree of correlation between incentive compensation actually paid to the executive officers and the decline in profitability of the Company. The decline in incentive compensation actually paid was partially offset by modest increases in base salary during the three-year period (from $369,460 to $393,900, or 7%, for the PEO and from $244,530 to $269,455, or 10%, for the Other NEOs) that were awarded to maintain the relative level of base salary in light of the inflationary pressures affecting the economy during the period. |
Pay Versus Performance
| ● | Total Shareholder Return v. Compensation Actually Paid. As compensation actually paid to the PEO declined from $448,520 in 2022 to $409,757 in 2023, and as average compensation actually paid to the Other NEOs declined from $305,207 in 2022 to $276,367 in 2023, total shareholder return decreased on a year-over-year basis from $100.97 to $96.41. As compensation actually paid to the PEO slightly increased from $409,757 in 2023 to $419,678 in 2024, and as average compensation actually paid to the Other NEOs slightly increased from $276,367 in 2023 to $288,644 in 2024, total shareholder return declined from $96.41 in 2023 to $78.18 in 2024. Again, it is notable that during the three-year period (2022-2024) when total shareholder return declined from $100.97 to $78.18, or by 23%, the amount of incentive compensation actually paid to the PEO and the average amount of incentive compensation actually paid to the Other NEOs declined from $60,760 to $5,078, or by 92%, and from $43,624 to $1,269, or by 97%, respectively, further reflecting the high degree of correlation between total shareholder return and the amount of incentive compensation actually paid to the executive officers. |
LOANS TO DIRECTORS AND EXECUTIVE OFFICERS
LOANS TO DIRECTORS AND EXECUTIVE OFFICERS