Kevin L. Swartz
About Kevin L. Swartz
Independent director of Ames National Corporation since 2016; age 65 as of the 2025 proxy. Retired in 2020, having last served as CEO of Wolfe Clinic PC (ophthalmology). Serves on the board of United Bank & Trust Co. (a bank subsidiary) since 2003. Standing for re‑election to a three‑year term expiring in 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolfe Clinic PC | Chief Executive Officer (retired) | Retired in 2020 | Healthcare operations and oversight experience |
| Ames National Corporation (ATLO) | Director | 2016–present | Audit and Nominating Committee member; contributes to financial oversight and board composition |
| Wolfe Clinic PC | Special project consultant | Noted in 2024 proxy | Advisory capacity following retirement (context from prior year proxy) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Bank & Trust Co. (ATLO bank subsidiary) | Director | Since 2003 | Subsidiary board experience; alignment with community banking footprint |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under NASDAQ rules |
| Committees | Audit Committee (member; chair is Jeffery C. Baker; “financial expert” designated is Lisa M. Eslinger) ; Nominating Committee (member; chair is Betty A. Baudler Horras) |
| Board attendance | 2024: each director attended ≥75% of Board and relevant committee meetings (exception noted for another director, not Swartz) ; 2023: each director attended ≥75% |
| Annual meeting attendance | All directors attended the 2024 annual meeting; same in 2023 |
| Other public company boards | None in past five years (all directors) |
- Audit Committee responsibilities include financial reporting oversight, auditor appointment/compensation/independence, pre-approval of audit and permissible non-audit services, and review/approval of related party transactions per charter. Swartz is one of three independent members (Baker, Eslinger, Swartz).
- Nominating Committee responsibilities include board composition, age/experience attributes, and evaluating director nominees. Swartz is one of four independent members.
Fixed Compensation
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $28,860 | $30,585 |
| All Other Compensation (Bank Director Stock Incentive Plan cash award) | $1,952 | $1,933 |
| Total | $30,812 | $32,518 |
| Program mechanics (Board) | Board meeting fee: $2,400 per meeting (2023); annual retainer: $8,800; committee meeting fees: member $510, chair $650 | Board meeting fee: $2,500 per meeting (2024); annual retainer: $9,000; committee meeting fees: member $520, chair $660 |
| Program mechanics (Bank boards) | Bank board meetings $640–$890; bank committee meetings $285–$590 | Bank board meetings $650–$900; bank committee meetings $295–$600 |
- No other form of director compensation was paid in 2023 or 2024 beyond the items above (except as described for the bank Stock Plan).
Performance Compensation
| Element | Detail |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for directors |
| Stock options | None disclosed for directors |
| Performance-linked pay metrics | None disclosed for directors; director pay is cash retainer/meeting-based. |
| Bank Director Stock Incentive Plan (cash award) | Annual cash award equal to the market value of 100 ATLO shares (avg closing price over 10 trading days preceding/including April 30). Directors are encouraged (not required) to use the award plus personal funds to purchase ≥200 ATLO shares by Dec 15 and hold ≥5 years; non-compliance may result in future exclusion from the plan. Amount received by Swartz: $1,952 (2023), $1,933 (2024). |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards (past 5 years) | None |
| Private/non-profit/academic boards | Not disclosed |
| Shared directorships with competitors/customers/suppliers | Not disclosed; serves on ATLO subsidiary bank board |
Expertise & Qualifications
- Former CEO of a regional medical clinic (Wolfe Clinic PC), bringing healthcare operations, human resources, and risk management perspectives to a community banking board.
- Longstanding service on a subsidiary bank board (United Bank & Trust Co.) aligns with ATLO’s local market strategy and client engagement.
- Member of Audit and Nominating Committees, supporting financial oversight and board composition; independent under NASDAQ rules.
Equity Ownership
| Metric | 2024 (as of Feb 28, 2024) | 2025 (as of Feb 28, 2025) |
|---|---|---|
| Beneficially owned shares | 4,780 | 5,180 |
| % of shares outstanding | ~0.053% (4,780 / 8,992,167) | ~0.058% (5,180 / 8,915,557) |
| Ownership structure | Includes jointly held shares (shared investment/voting power) | |
| Pledging/hedging | Company policy prohibits hedging and short sales; pledging not specifically disclosed. |
Potential Conflicts & Related Party Exposure
- ATLO’s banks engage in ordinary-course lending to directors and executive officers/family/associates on substantially the same terms as comparable non-related transactions; oversight via Audit Committee and compliance with Federal Reserve Regulation O.
- Any related party transaction requires Audit Committee determination that it is “fair and reasonable” to the Company/bank involved.
- No specific related party transactions disclosed for Swartz.
Governance Assessment
- Strengths: Independent director with consistent committee engagement (Audit, Nominating); attendance at or above threshold; no external public-company interlocks; audit oversight includes related-party review. These factors support board effectiveness and investor confidence.
- Alignment: Modest personal share ownership that increased year over year; bank Director Stock Incentive Plan encourages periodic open-market share purchases and multi-year holding, enhancing skin-in-the-game, albeit on a voluntary basis.
- Risks/RED FLAGS: No material red flags identified in filings (no hedging allowed, no pledging disclosed, no unusual director equity awards or option repricings; attendance met policy). Potential ordinary-course lending is controlled via Reg O and Audit Committee review.
- Monitoring items: Continue tracking share purchases under the bank Stock Plan and any changes in committee roles; watch for any disclosed related-party transactions involving healthcare or bank customers.