Lisa M. Eslinger
About Lisa M. Eslinger
Independent director of Ames National Corporation (ATLO), age 62, serving on the board since 2015. Retired in 2022 as Chief Financial and Administrative Officer of the Iowa State University Foundation; previously a senior manager at KPMG LLP focused on audit and consulting for governmental and not-for-profit entities. Designated by the Board as the Audit Committee’s “financial expert,” reflecting deep finance and accounting expertise; also serves on the Personnel Committee. Biography notes service on First National Bank’s board since 2011.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iowa State University Foundation | Chief Financial and Administrative Officer | Retired 2022 | Senior finance leadership; institutional governance and controls experience |
| KPMG LLP | Senior Manager (audit/consulting) | Prior to 1998 | Governmental and not-for-profit audit; builds technical accounting depth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First National Bank (ATLO subsidiary) | Director | Since 2011 | Bank governance; credit/risk oversight typical of community bank boards |
Note: The Bank Director Stock Incentive Plan paid a $1,933 cash award in May 2024 to bank directors to encourage purchase of ATLO stock; Ms. Eslinger was not eligible because she did not serve on a Bank board in May 2024 (timing nuance).
Board Governance
- Independence: Board determined she is independent under NASDAQ rules (non-independent exceptions are CEO John P. Nelson and former CFO John L. Pierschbacher).
- Committees: Audit Committee (member; Board-designated “financial expert”), Personnel Committee (member). Audit Chair is Jeffery C. Baker; Nominating Committee includes others—Eslinger is not a member.
- Meetings and attendance: Board held 4 regular meetings in 2024; each director attended at least 75% of Board and committee meetings except Mr. Larson (Eslinger met the attendance threshold).
- Audit Committee cadence: Met 4 times in 2024; issued report recommending inclusion of audited financials in the 2024 Form 10-K (signed by Baker, Eslinger, Swartz).
- Personnel Committee cadence: Met twice in 2024; oversees executive pay structure and director fee recommendations.
- Director attendance at annual meeting: All directors attended the 2024 annual meeting in person (policy encourages attendance).
Fixed Compensation (Director)
| Component | Amount/Rate | Notes |
|---|---|---|
| Annual retainer (Company board) | $9,000 (paid $2,250 quarterly) | Standard for non-employee directors |
| Regular Board meeting fee | $2,500 per meeting (Chair +$1,000) | Chair premium applies to Chairman, not Eslinger |
| Committee meeting fee | $520 (member) / $660 (chair) per meeting | Eslinger served as member on Audit & Personnel |
| Bank board meeting fees (if applicable) | $650–$900 per meeting | Applies to service at subsidiary bank boards |
| Bank committee meeting fees (if applicable) | $295–$600 per meeting | Subsidiary committees |
| Bank Director Stock Incentive Plan (cash) | $1,933 (value of 100 ATLO shares) | Eslinger was not eligible in May 2024 |
| Eslinger’s 2024 director compensation (Company + Banks) | $25,510 total cash; $0 other comp | No equity awards to directors in 2024 |
Performance Compensation (Director)
| Component | Grant Date | Amount | Instrument | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| None disclosed for Company directors in 2024 | N/A | N/A | N/A | N/A | N/A |
The Company did not disclose director RSUs/PSUs/options or performance-linked director equity for 2024; director pay is cash-based with standard meeting/retainer fees.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (no director/nominee has served on another public company board in the past five years) |
| Private/Non-profit boards | Not disclosed beyond subsidiary bank role (First National Bank) |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Financial expertise: Board-designated Audit Committee “financial expert”; prior senior financial officer and public accounting experience.
- Industry experience: Banking governance through First National Bank board service; prior auditing of government/not-for-profit entities at KPMG.
- Board qualifications: Strong finance/accounting credentials; community involvement aligned with ATLO’s markets.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Form of Ownership |
|---|---|---|---|
| Lisa M. Eslinger | 3,164 | <1% (asterisk) | Includes joint holdings with spouse (shared investment/voting power) |
| Shares outstanding (record date reference) | 8,915,557 | — | Reference point for ownership calculations |
Policies relevant to alignment:
- Hedging/derivatives prohibition: Directors and employees prohibited from short sales and hedging instruments (e.g., collars, swaps, options) on Company stock.
- Bank Director Stock Incentive Plan: Annual cash award equal to the value of 100 shares intended to encourage open-market purchases and five-year holding; non-compliance may lead to exclusion from future awards. Eslinger did not receive the May 2024 award due to eligibility timing.
Governance Assessment
- Strengths: Independent director with deep finance background; Audit Committee “financial expert” designation; active committee service on Audit and Personnel; met attendance threshold; robust related-party review by Audit Committee; prohibitions on hedging support alignment.
- Compensation alignment: Director pay is modest, cash-based with clear fee structure; absence of guaranteed equity grants reduces misalignment risk; subsidiary bank incentive encourages share ownership via open-market purchases and five-year hold expectation.
- Ownership: Personal holdings are small (<1% as is typical for directors of smaller issuers); joint ownership suggests family alignment; hedging prohibitions reduce misalignment risk.
- Conflicts/related party exposure: Loans to directors allowed only on market terms under Regulation O; Audit Committee must pre-approve related party transactions and did so under charter; no public-company interlocks disclosed.
RED FLAGS
- No public-company interlocks or disclosed related-party transactions specific to Eslinger; none identified as governance red flags.
- Disclosure nuance: Despite biography noting long-standing First National Bank board service, Eslinger was “not eligible” for the May 2024 Bank Director Stock Incentive Plan award due to not serving on a Bank board in May 2024; this appears to be timing-specific rather than a governance issue.
Overall: Eslinger’s profile supports board effectiveness in oversight of financial reporting and compensation. Independence, audit expertise, and attendance are supportive signals for investor confidence.