John P. Nelson
About John P. Nelson
John P. Nelson is President and Chief Executive Officer of Ames National Corporation, age 58, serving as CEO since 2018 and director since 2013; previously CFO and Secretary (1999–2018) and Auditor after joining from the FDIC where he was a commissioned bank examiner . Governance is structured with an independent Chairman separate from the CEO role, with Nelson not considered independent and not serving on Board committees . Pay-versus-performance shows declining TSR and net income from 2022 to 2024, with incentive pay compressing sharply—indicative of a tight linkage to profitability via the MIC Plan .
| Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Initial $100) | $100.97 | $96.41 | $78.18 |
| Company Net Income ($USD) | $19,293,000 | $10,817,000 | $10,218,000 |
| CEO Compensation Actually Paid ($USD) | $448,520 | $409,757 | $419,678 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ames National Corporation | Auditor | 1993 onward | Built internal audit foundation after FDIC examiner experience |
| Ames National Corporation | CFO & Secretary | 1999–2018 | Led finance and regulatory reporting for publicly traded bank holding company |
| Ames National Corporation | President & CEO | 2018–Present | Oversight of multi-bank strategy, profitability focus via MIC plan |
| Ames National Corporation | Director | 2013–Present | Board leadership across subsidiaries (chairs multiple banks) |
| Federal Deposit Insurance Corporation (FDIC) | Commissioned Bank Examiner | Pre-1993 | Regulatory, risk management expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Boone Bank & Trust Co. | Chairman | Current | Subsidiary bank chair role |
| First National Bank | Chairman | Current | Subsidiary bank chair role |
| United Bank & Trust Co. | Chairman | Current | Subsidiary bank chair role |
| Iowa State Savings Bank | Director | Current | Subsidiary bank board service |
| Other public company boards (last 5 years) | — | — | None disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($USD) | $369,460 | $384,988 | $393,900 |
| All Other Compensation ($USD) | $18,300 | $19,800 | $20,700 |
| Total Reported Compensation ($USD) | $448,520 | $409,757 | $419,678 |
Key observations:
- No stock awards (RSUs/PSUs) or option grants are disclosed in the Summary Compensation Table for 2022–2024; compensation comprises salary, non‑equity incentives (deferred salary + performance awards), and 401(k) contributions .
- Director fees: as an employee director, Nelson receives no director cash fees .
Performance Compensation
Compensation is governed by the Management Incentive Compensation (MIC) Plan tying deferred salary and cash performance awards to ROA targets at each subsidiary bank; semi‑annual reviews pay in June and December; unearned deferred salary and performance awards are forfeited (no carryover) .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Deferred Salary Earned ($USD) | $34,649 | $4,638 | $4,361 |
| Performance Awards ($USD) | $26,111 | $311 | $717 |
| Semi‑annual ROA Floor | H1: 0.97% ; H2: 0.94% | H1: 1.03% ; H2: 1.00% | H1: 0.79% |
| Semi‑annual ROA Target | H1: 1.07% ; H2: 1.04% | H1: 1.13% ; H2: 1.10% | H1: 0.89% |
| Semi‑annual ROA Cap | H1: 1.52% ; H2: 1.49% | H1: 1.58% ; H2: 1.55% | H1: 1.49% |
| Allocation mechanics | Performance award pool is 10% of earnings above target; each executive has an allocation %; deferred salary formula uses bank average assets |
Notes:
- Company Executives’ awards depend on each bank’s performance individually; mixed bank results can lead to partial earning/forfeiture within a period .
- Payments occur after reviews: June (previous Dec. half) and December (current June half) .
Equity Ownership & Alignment
| Ownership Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned | 96,112 (includes 16,452 401(k) + 79,660 trust client shares where he disclaims pecuniary interest) | 29,902 (includes 18,552 401(k) + 11,350 trust client shares where he disclaims pecuniary interest) |
| Percent of Shares Outstanding | 1.07% | <1% (*) |
| Hedging Policy | Prohibits short sales, hedging (collars, swaps, options, exchange funds) for directors/employees and family members | |
| Director Stock Incentive (Bank level) | Cash awards to subsidiary bank directors (100 shares' value) encourage open‑market purchases with 5‑year hold; Nelson excluded from awards |
Alignment considerations:
- No company RSU/PSU or options reported; ownership largely via 401(k) and any personal holdings; trust‑related voting/investment power is disclaimed (not economic) .
- No explicit pledging policy disclosed; hedging is prohibited .
Employment Terms
- No employment agreement, severance, non‑compete, non‑solicit, change‑of‑control, clawback or tax gross‑up provisions are disclosed in the DEF 14A filings reviewed; executive compensation is administered via the MIC Plan and broad‑based 401(k) contributions .
- Director loans/related party transactions occur in the ordinary course at market terms and are reviewed under Audit Committee’s related party policy and Reg O exceptions .
Board Governance
- Committees: Nelson serves on no Board committees; not independent (employee status) .
- Leadership structure: CEO and Chairman roles are separated (Chairman: Patrick G. Hagan); Board emphasizes risk oversight via committees and management reports .
- Attendance: Directors generally attended ≥75% of Board/committee meetings; Board met quarterly in 2024 .
- Re‑election: Nelson nominated for re‑election to a three‑year term expiring in 2028 at the 2025 Meeting .
Director Compensation (Nelson)
| Year | Board Cash Fees | Other Director Compensation | Total |
|---|---|---|---|
| 2022 | None | None | None |
| 2023 | None | None | None |
| 2024 | None | None | None |
Compensation Structure Analysis
- Year‑over‑year cash vs. equity mix: All at‑risk pay is non‑equity cash; no stock or option grants disclosed—reduces overhang but limits equity alignment .
- Incentive sensitivity: Incentives tied to ROA peer targets; in 2022 higher incentives paid ($60,760) shrank to $4,969 (2023) and $5,078 (2024) as profitability softened, demonstrating pay‑for‑performance elasticity .
- Target calibration: ROA targets set at FDIC peer averages; no explicit percentile uplift; committee retains discretion on total salary and allocation percentages; deferred salary at risk with strict forfeiture rules .
Say‑on‑Pay & Shareholder Feedback
- 2023 meeting included advisory vote on executive compensation and on frequency; Board adopted triennial frequency (next say‑on‑pay in 2026) .
Risk Indicators & Red Flags
- Hedging prohibited; no pledging disclosure—no evidence of hedging/derivatives exposure by policy .
- No disclosed clawbacks, golden parachutes, or option repricings; related‑party lending monitored, stated to be at market terms and compliant with Reg O .
- Governance separation of CEO/Chair mitigates dual‑role concerns; Nelson is not independent and not on committees, limiting compensation/governance conflicts .
Investment Implications
- Incentive alignment: MIC Plan’s ROA‑linked structure tightly ties Nelson’s variable pay to bank profitability, with real forfeiture risk—supportive for disciplined underwriting and margin focus .
- Insider selling pressure: Absence of equity awards/options reduces mechanical selling pressure from vesting; ownership stems mainly from 401(k) and direct holdings; no pledging disclosure, hedging banned—neutral to supportive signal .
- Retention/transition risk: No disclosed employment/severance/CIC protections—could imply lower retention entitlements; conversely, long tenure and multi‑bank chair roles suggest continuity .
- Governance quality: Independent chair and committee oversight with Nelson off committees balances dual CEO/director role; say‑on‑pay cadence and transparent MIC mechanics support oversight rigor .
- Performance trajectory: Net income and TSR declines over 2022–2024 corresponded to materially lower incentives for the CEO—consistent with pay‑for‑performance; investors should monitor ROA targets, net charge‑offs, and credit loss provisions which drive MIC outcomes .
Additional note: On November 13, 2025, Nelson signed an 8‑K announcing a $0.20 per share dividend payable December 15, 2025—indicative of ongoing capital return policy under current leadership .