Everett S. Miles
About Everett S. Miles
Everett S. Miles, age 44, has served as an independent director of Ames National Corporation (ATLO) since 2024, with his current board term expiring in 2027. He is Vice President, Enterprise Strategy, Innovation, and Capital Markets at Principal Financial Group; previously he was Vice President, Business Strategy at Prudential Financial. He also serves on the board of First National Bank (a subsidiary) since January 2023. The Board has determined he is independent under NASDAQ rules; in 2024 each director met at least the 75% attendance threshold at board and committee meetings except one director (Mr. Larson).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Principal Financial Group | Vice President, Enterprise Strategy, Innovation, and Capital Markets | Current | Oversees M&A, divestitures, capital market activities; drives enterprise/business unit strategy and innovation |
| Prudential Financial | Vice President, Business Strategy | Prior | Strategic leadership role prior to joining Principal |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First National Bank (subsidiary) | Director | Since January 2023 | Board service at subsidiary bank (no committee detail disclosed) |
| Other public company boards | None | — | The proxy states no director/nominee serves, or has served in past five years, on another public company board |
Board Governance
- Committee assignments: Personnel Committee (member); not listed on Audit or Nominating .
- Chair roles: None disclosed (not shown as chair on committee table) .
- Independence: Independent under NASDAQ standards (exceptions are Mr. Nelson and Mr. Pierschbacher; Miles is not an exception) .
- Attendance/engagement: Board held four meetings in 2024; all directors met at least 75% attendance except Mr. Larson (Miles included in compliant group) .
- Term of service: Current term expires at the 2027 annual meeting .
- Board qualifications narrative highlights business leadership, financial and strategic expertise across directors; Miles noted among directors with substantial business experience .
Fixed Compensation
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Fees earned or paid in cash (Miles) | $21,840 | Company-level director cash fees for 2024 |
| All other compensation (Miles) | $1,933 | Cash award under Bank Director Stock Incentive Plan (value of 100 shares), if serving on a bank board as of May 2024 |
| Total (Miles) | $23,773 | Sum of cash + other compensation |
| 2024 Director Fee Schedule (Company-level) | Rate | Applicability |
|---|---|---|
| Annual retainer | $9,000 (paid $2,250 quarterly) | Each director |
| Board meeting fee | $2,500 per regular meeting | Each director; Chair receives extra $1,000 per meeting |
| Committee meeting fee | $520 member / $660 chair per meeting | Board committees |
| 2024 Bank Board Fees (subsidiary level) | Rate | Applicability |
|---|---|---|
| Bank board meetings | $650–$900 per meeting | Directors serving on a Bank board |
| Bank committee meetings | $295–$600 per meeting | Directors serving on Bank committees |
No Company-level equity awards or other forms of director compensation were paid in 2024 beyond the amounts noted; the “All Other Compensation” reflects the Bank Director Stock Incentive Plan cash award for eligible Bank directors.
Performance Compensation
| Performance-Linked Element | Metrics | Vesting/Conditions | 2024 Status |
|---|---|---|---|
| Company-level director performance awards | None disclosed | N/A | None; compensation is cash-based per fee schedule |
| Bank Director Stock Incentive Plan cash award | Equal to market value of 100 ATLO shares (avg. closing price over 10 trading days through April 30) | Directors are encouraged (not required) to use cash plus own funds to purchase ≥200 shares by Dec 15 and hold for ≥5 years; non-compliance may lead to exclusion from future participation | $1,933 award in 2024 for eligible Bank directors (Miles included) |
The Bank Director Stock Incentive Plan is encouragement-based (hold period expectation) and does not use TSR, EBITDA, or other quantitative performance metrics for award determination.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed (no current or past 5-year service on other public company boards) |
| Private/non-profit/academic boards | Not disclosed |
| Subsidiary boards | First National Bank director since January 2023 |
| Interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Strategic and capital markets leadership: Oversees enterprise strategy, innovation, M&A, divestitures, and capital markets activities at Principal Financial Group .
- Prior large financial institution experience: Former Vice President, Business Strategy at Prudential Financial .
- Banking governance exposure: Service on First National Bank board since January 2023 .
- Board’s qualifications summary identifies Miles among directors with substantial business experience contributing knowledge in finance, operations, risk, marketing, and HR .
Equity Ownership
| Metric | Feb 28, 2024 | Feb 28, 2025 |
|---|---|---|
| Shares beneficially owned (Miles) | 391 (*) | 591 (*) |
| Percent of shares outstanding | <1% (*) | <1% (*) |
Notes:
- “Shares beneficially owned” include direct holdings and any shares with sole/shared voting or investment power; beneficial ownership may be disclaimed for certain holdings .
- (*) Indicates ownership of less than 1% of outstanding shares .
- No pledging or hedging of company stock is permitted under insider trading policy (policy prohibits hedging instruments and short sales) .
Governance Assessment
- Board effectiveness and independence: Miles is independent, sits on the Personnel Committee (which oversees executive pay and director fees), and met attendance expectations; this supports governance quality and compensation oversight effectiveness.
- Ownership alignment: Beneficial ownership increased from 391 to 591 shares YoY, but remains <1% of shares outstanding; alignment is modest, though the Bank Director Stock Incentive Plan encourages open-market share purchases and long holding periods.
- Compensation mix and risk: Director compensation is fee-based cash with no Company-level equity or performance-linked awards; Bank-level cash award is structured to promote long-term shareholding, not contingent on operating metrics—reducing pay-for-performance linkage risk at the director level.
- Potential conflicts/related-party exposure: No specific related-party transactions involving Miles are disclosed; any director/officer loans at subsidiary banks must be on market terms and comply with Regulation O; Audit Committee reviews related-party transactions for fairness.
- Other public boards/interlocks: None disclosed, which limits external interlocks and potential conflicts; external executive role at Principal brings capital markets/M&A expertise valuable for strategic oversight.
RED FLAGS: None explicitly disclosed regarding hedging/pledging, related-party transactions, option repricing, or low attendance. Ownership remains small (<1%), which some investors may view as weaker alignment despite the Bank plan’s purchase/holding expectations.