Betty A. Baudler Horras
About Betty A. Baudler Horras
Betty A. Baudler Horras (age 71) has served on Ames National Corporation’s Board since 2000. She is President of Baudler Enterprises, Inc., dba Sign Pro (Ames, IA), and formerly owned/managed radio stations KASI and KCCQ (Ames) and KIKD (Carroll). She has served on the board of First National Bank (an ATLO subsidiary) since 1991; her current ATLO board term expires at the 2026 annual meeting. She is independent under NASDAQ rules and chairs the Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baudler Enterprises, Inc. (Sign Pro) | President | Not disclosed | Business leadership in marketing/operations; community presence |
| KASI, KCCQ (Ames) and KIKD (Carroll) | Former Owner & General Manager | Not disclosed | Media operations leadership; local market network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First National Bank (ATLO subsidiary) | Director | Since 1991 | Receives subsidiary board/committee fees per schedule; eligible for Bank Director Stock Incentive Plan |
| Other public company boards | None | N/A | No current or past 5-year public company directorships disclosed |
Board Governance
- Independence: Independent director (NASDAQ), not an employee; board majority independent except CEO Nelson and former CFO Pierschbacher .
- Committee assignments: Nominating Committee Chair; not on Audit or Personnel committees .
- Meetings/attendance: Board met 4 times in 2024; Nominating met twice; all directors attended at least 75% of Board/committee meetings except Mr. Larson; directors attended the 2024 annual meeting in person .
| Governance Element | 2024 Detail |
|---|---|
| Board meetings held | 4 |
| Nominating Committee meetings | 2 |
| Attendance threshold met | ≥75% for all directors except Mr. Larson |
| Independence status | Independent |
| Chair roles | Nominating Committee Chair |
Fixed Compensation
| Item | Amount/Terms | 2024 Recipient-Specific |
|---|---|---|
| Annual Board retainer | $9,000, paid quarterly ($2,250) | Director retainer applies |
| Board meeting fee | $2,500 per regular Board meeting; +$1,000 per meeting for Chairman (not applicable to Horras) | 4 meetings held in 2024 |
| Committee meeting fees (Company) | $520 per member meeting; $660 per chair meeting | Nominating Chair eligible for $660 per meeting |
| Subsidiary Bank Board meeting fees | $650–$900 per Bank board meeting | Applies if serving on Bank board (she does) |
| Subsidiary Bank committee fees | $295–$600 per Bank committee meeting | Applies as relevant |
| Total Cash Fees (Company + Bank) | N/A (varies by attendance) | $32,610 for Horras in 2024 |
| All Other Compensation (Bank Director Stock Incentive Plan) | Cash equal to value of 100 ATLO shares (see Performance Compensation) | $1,933 for Horras in 2024 |
| Total 2024 Director Compensation | Fees + All Other | $34,543 for Horras |
Performance Compensation
| Feature | Detail | 2024 Horras Detail |
|---|---|---|
| Bank Director Stock Incentive Plan (Award) | Annual cash award equal to the market value of 100 ATLO shares, valued at the average closing price over the 10 trading days preceding and including April 30; Award paid on or about May 15 | $1,933 received in 2024 |
| Intended use of Award | Directors are encouraged (not required) to use Award + personal funds to purchase ≥200 ATLO shares via open-market before Dec 15; 5-year holding “expected”; noncompliance may lead to exclusion from future participation | Applies to Horras (as Bank director) |
| Equity/Options | None disclosed for Company directors in 2024 | No RSUs/PSUs/options reported |
No performance-conditioned metrics (e.g., TSR, EPS, EBITDA) are tied to director compensation; awards are cash-based with an ownership encouragement policy, not a formal performance plan .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards (past 5 years) | None disclosed |
| Shared directorships with competitors/suppliers/customers | Not disclosed; no specific related-party transactions identified beyond ordinary-course lending |
Expertise & Qualifications
- Business leadership: Owner/operator experience in local businesses and media; exposure to finance, operations, risk management, marketing, HR per Board’s director qualifications narrative .
- Financial sector familiarity: Longstanding service on First National Bank’s board (since 1991) providing banking oversight experience .
- Community engagement: Active involvement in trade areas served by ATLO’s banks—a desired attribute in nominations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Betty A. Baudler Horras | 25,275 | <1% | Includes 3,200 shares held in spouse’s name with shared power |
| Directors & executive officers as a group | 187,191 | 2.10% | Aggregate group ownership |
- Hedging policy: Company prohibits directors/employees from short sales and hedging transactions (e.g., collars, swaps, prepaid forwards) on ATLO securities .
- Pledging disclosure: No pledging by Horras is disclosed in the proxy; no pledging policy noted beyond hedging restriction .
Governance Assessment
- Strengths: Independent director with long tenure; chairs Nominating Committee; met attendance threshold; active subsidiary bank oversight; meaningful personal share ownership (25,275 shares), aligning interests with shareholders .
- Compensation mix: Predominantly cash-based fees with a modest ownership-encouraging cash Award ($1,933) tied to market value of 100 shares; no director equity/option grants—reduces pay-for-performance risk but relies on voluntary share purchases for alignment .
- Conflicts/related parties: Ordinary-course lending to directors handled under Regulation O; Audit Committee reviews related-party transactions for fairness and reasonableness; no specific related-party transactions flagged for Horras—low apparent conflict risk .
- Red flags: None evident on independence or attendance; absence of formal director equity grants may limit at-risk alignment versus peer practices, though ownership encouragement plan partially mitigates; long tenure (since 2000) may raise refreshment considerations, balanced by active committee leadership .