Michelle R. Cassabaum
About Michelle R. Cassabaum
Independent director of Ames National Corporation (ATLO) since 2019; age 57. She is Chief Operating and Financial Officer and cofounder of 21st Century Rehab P.C. and has served on the board of State Bank & Trust Co. (a subsidiary bank) since 2004. She is standing for re‑election to a three‑year term expiring in 2028. The Board has determined she is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 21st Century Rehab P.C. | Chief Operating & Financial Officer; Cofounder | Current (years not disclosed) | Senior financial/operational leadership; healthcare services business |
| Ames National Corporation | Director | 2019–present | Member, Personnel Committee |
| State Bank & Trust Co. (ATLO subsidiary bank) | Director | 2004–present | Bank board service, contributes community/market knowledge |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| 21st Century Rehab P.C. | CFO/COO; Cofounder | No | Private company; central Iowa footprint |
| Other public company boards (past 5 years) | — | — | None of the directors (including Ms. Cassabaum) served as a director of another public company in the past five years |
Board Governance
- Committee assignments: Personnel Committee member; not a chair .
- Independence: Board determined she is independent (non‑employee) under NASDAQ rules; only the CEO (Nelson) and former CFO (Pierschbacher) are non‑independent .
- Attendance and engagement: The Board held four regular meetings in 2024; each director attended at least 75% of Board and applicable committee meetings (exception: Mr. Larson), and all directors attended the 2024 annual meeting in person .
- Years of service: 6 years on ATLO’s board as of 2025; nominated for a new term through 2028 .
- Leadership structure: Chairman and CEO roles are separated (Chair: Patrick G. Hagan; CEO: John P. Nelson), supporting independent oversight .
- Risk oversight: Personnel Committee monitors compensation‑related risk; Audit Committee oversees financial reporting and related party transaction approvals .
| Committee | Member? | Chair? | Notes |
|---|---|---|---|
| Audit | No | — | Chair: Jeffery C. Baker; financial expert: Lisa M. Eslinger |
| Personnel (Compensation) | Yes | No | Chair: David W. Benson; independent membership |
| Nominating | No | — | Chair: Betty A. Baudler Horras |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| 2024 | $28,750 | $1,933 (Bank Director Stock Incentive Plan) | $30,683 |
Director fee policy (2024):
- Annual retainer: $9,000 (paid quarterly)
- Board meeting fee: $2,500 per regular Board meeting; +$1,000 per meeting for the Chairman
- Committee meeting fee: $520 for members; $660 for committee chair per meeting
- Subsidiary bank boards: Board meeting fees $650–$900; bank committee meeting fees $295–$600
Performance Compensation (Director)
| Instrument/Metric | Disclosure | Terms |
|---|---|---|
| RSUs/PSUs | None disclosed for directors | No equity awards reported |
| Stock Options | None disclosed for directors | No options reported |
| Cash “Stock Incentive Plan” (bank boards) | Yes | Annual cash award equal to market value of 100 ATLO shares (avg. closing price for 10 trading days preceding/including April 30); paid ~May 15; directors are encouraged (not required) to use award + personal funds to buy ≥200 shares and hold for ≥5 years; noncompliance may lead to exclusion from future participation |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships (past 5 years) | None for any current directors or nominees |
| Family relationships | None among directors, nominees, and executive officers |
| Subsidiary bank boards | Ms. Cassabaum serves on State Bank & Trust Co. board since 2004 |
Expertise & Qualifications
- Substantial business experience as owner/senior executive, with exposure to finance/accounting, operations, risk management, marketing, and HR issues .
- Healthcare services operating background (21st Century Rehab P.C.), plus long tenure on subsidiary bank board providing local market and client connectivity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As of |
|---|---|---|---|
| Michelle R. Cassabaum | 7,991 | <1% | Feb 28, 2025 |
Additional alignment and policies:
- Hedging/short sales: Company policy prohibits directors and employees from hedging or shorting ATLO securities (e.g., collars, swaps, exchange funds, options) .
- Ownership guidelines: Not disclosed for directors in the proxy.
- Pledging: Not disclosed; no pledging noted in beneficial ownership footnotes –.
Insider Trades (Form 4)
Recent open‑market purchases indicate ongoing alignment. Examples:
| Filing Date | Transaction Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|---|
| Nov 3, 2025 | — | Form 4 filed | — | — | — | |
| Aug 29, 2025 | Aug 29, 2025 | Purchase | 278 | $19.83 | $5,513 | |
| Aug 1, 2025 | Jul 31, 2025 | Form 4 filed | — | — | — | |
| Jun 2, 2025 | May 30, 2025 | Form 4 filed | — | — | — | |
| Nov 1, 2024 | Oct 31, 2024 | Purchase | 90 | $17.28 | $1,555 | |
| Sep 3, 2024 | Aug 30, 2024 | Purchase | 287 | $18.75 | $5,381 | |
| Aug 7, 2024 | Aug 2, 2024 | Purchase | 166 | $19.35 | $3,214 | |
| May 31, 2024 | May 31, 2024 | Purchase | 297 | $20.65 | $6,137 |
Section 16 page (company IR) lists Ms. Cassabaum’s 2025 Form 4 filings on 2/3/25, 6/2/25, and 8/1/25 with corresponding transaction dates of 1/31/25, 5/30/25, and 7/31/25 .
Related Party Transactions & Conflicts
- Loans and banking relationships: Directors, nominees, executives, and their associates have banking transactions with ATLO’s subsidiary banks in the ordinary course. Loans are made on substantially the same terms as comparable customer loans, and are subject to Regulation O; related party transactions require Audit Committee approval unless meeting ordinary‑course/Reg O conditions .
- No other related‑party exposures or transactions tied to Ms. Cassabaum are disclosed in the proxy .
Compensation Committee Analysis (Context)
- Personnel Committee members: Benson (Chair), Cassabaum, Eslinger, Miles — all independent .
- Consultant use: Not disclosed; director compensation is recommended by the President and reviewed by the Personnel Committee before Board approval .
- Director pay structure: Cash retainer and meeting/committee fees; bank director Stock Incentive Plan provides cash awards tied to ATLO share value to encourage direct share purchases and long‑term holding .
Say‑on‑Pay & Shareholder Feedback (Company‑level context)
- Frequency: Advisory vote on executive compensation every three years; last held in 2023; next in 2026 .
Governance Assessment
- Strengths:
- Independence and long‑standing local market/operating expertise; active Personnel Committee role .
- Board separation of Chair/CEO; structured oversight of compensation risk and related‑party transactions .
- Documented insider purchasing activity (2024–2025) supports alignment with minority shareholders .
- Watch items:
- Director compensation is predominantly cash; equity alignment relies on encouraged (not mandated) open‑market purchases via bank director cash awards; no direct RSU/option program for directors .
- Related‑party banking relationships are inherent to a bank holding company; mitigated by Reg O compliance and Audit Committee oversight, but remain a structural exposure to monitor .
- Engagement:
- Board/committee attendance thresholds met (≥75% in 2024), and annual meeting attendance policy observed by all directors in 2024, indicating baseline engagement .