Jeffery C. Baker
About Jeffery C. Baker
Jeffery C. Baker (age 68) has served as an independent director of Ames National Corporation (ATLO) since 2022. He retired in 2020 as an audit partner from RSM US LLP, where he specialized in banking, financial services and public companies, and served as the firm’s national director of banking services; he has also served on the board of First National Bank since 2021 . His current ATLO board term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RSM US LLP | Audit Partner; National Director of Banking Services | Retired 2020 (prior years not disclosed) | Led banking services nationally; specialized in financial services and public companies |
| First National Bank (ATLO subsidiary) | Director | Since 2021 | Bank board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First National Bank (subsidiary of ATLO) | Director | Since 2021 | Internal interlock within the ATLO group |
Board Governance
- Independence: The board determined Baker is independent under NASDAQ rules (only two directors are non-independent; Baker is not among them) .
- Committee assignments: Audit Committee member; no chair roles disclosed .
- Attendance: The board held four regular quarterly meetings in 2024; each director attended at least 75% of board and committee meetings (exception noted for another director, not Baker) .
- Term and tenure: Current term expires 2026; director since 2022 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 32,840 | 1,933 | 34,773 |
Notes:
- ATLO’s director compensation disclosure shows cash retainers and “All Other Compensation”; no equity awards are disclosed for directors in 2024 .
Performance Compensation
No performance-linked director compensation (e.g., RSUs/PSUs with performance metrics) disclosed for ATLO’s directors for 2024 .
Other Directorships & Interlocks
| Entity | Role | Interlock Type | Potential Conflict Commentary |
|---|---|---|---|
| First National Bank (ATLO subsidiary) | Director | Intra-group interlock | Common structure in bank holding companies; enhances oversight continuity; monitor for committee independence at holdco and bank levels |
Expertise & Qualifications
- Deep audit and banking expertise from RSM US LLP; specialized in financial services and public companies .
- Board-level banking oversight experience via First National Bank .
- Current ATLO Audit Committee membership aligns with financial oversight expertise .
Equity Ownership
| Security | Shares Beneficially Owned | Ownership Form | Notes |
|---|---|---|---|
| ATLO Common Stock | 2,949 | Direct | Includes 127 shares acquired via dividend reinvestment in 2024 (per brokerage statement) |
Insider filing detail:
- Form 5 (FY ended 12/31/2024) indicates dividend reinvestment acquisition of 127 shares; total direct ownership 2,949 shares .
Governance Assessment
- Positives: Independent status; relevant audit/banking expertise; Audit Committee membership; attendance threshold met; compensation structure is modest and primarily cash-based .
- Alignment: Owns 2,949 ATLO shares, with ongoing dividend reinvestment—signals some ownership alignment, albeit modest in scale .
- Conflicts: Prior career at a major audit firm (RSM) could raise perceived auditor-independence questions in some contexts; ATLO’s proxy does not indicate any current related-party transactions or auditor conflicts tied to Baker, and he retired in 2020 . The intra-group interlock (First National Bank board) is typical for bank holding companies; monitor committee independence and decision segregation .
- RED FLAGS: None apparent from disclosures regarding related-party transactions, pledging/hedging, or low attendance; no director equity awards or tax gross-ups disclosed .
Summary Signals for Investors
- Board effectiveness: Audit Committee placement leverages Baker’s extensive audit/banking background; independence affirmed .
- Pay-for-performance: Director pay is small and cash-based; absence of equity grants limits direct long-term alignment via board compensation, though personal share ownership exists .
- Confidence indicators: Clean attendance threshold, no disclosed conflicts or related-party transactions, and relevant expertise support governance quality .