Scott T. Bauer
About Scott T. Bauer
Scott T. Bauer is President of First National Bank, a subsidiary of Ames National Corporation (ATLO), and a long-serving named executive officer (NEO) appearing in Company proxy disclosures since at least 2011, with trust officer responsibilities that include investment and voting authority for certain client trust holdings at First National Bank . ATLO’s pay-versus-performance disclosure shows Company Total Shareholder Return (TSR) of $100.97 in 2022, $96.41 in 2023, and $78.18 in 2024, alongside Company net income of $19.3M (2022), $10.8M (2023), and $10.2M (2024), indicating profitability pressure; Bauer’s incentive pay fell to $0 in 2023 and 2024 under the Management Incentive Compensation (MIC) Plan, aligning with lower performance versus targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First National Bank (ATLO affiliate) | President | Disclosed as NEO since at least 2011 | Responsible for bank performance against MIC Plan ROA targets that drive deferred salary and performance awards; operational leadership of ATLO’s key affiliate bank |
| First National Bank | Trust Officer | Ongoing (footnoted in proxy) | Exercises sole/shared investment and voting power over certain client trust shares; no pecuniary interest claimed, but fiduciary influence on client holdings |
External Roles
No public company directorships or external board roles disclosed for Bauer .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2021 | 242,060 | 19,933 | 401(k) employer contribution and Bank Director Stock Incentive cash award |
| 2022 | 254,020 | 20,291 | 401(k) employer contribution and Bank Director Stock Incentive cash award |
| 2023 | 264,290 | 17,927 | 401(k) employer contribution; Bank Director Stock Incentive cash award $1,952 in 2023 |
| 2024 | 271,000 | 18,309 | 401(k) employer contribution $16,376 and $1,933 cash under Bank Director Stock Incentive Plan |
Performance Compensation
ATLO’s MIC Plan governs two incentive components: “Deferred Salary” and “Performance Awards,” both driven by semi-annual Adjusted ROA versus peer-informed Thresholds, with floors/caps. Payments are subject to the Company’s Clawback Policy for covered executives; hedging transactions are prohibited by policy .
- Bauer’s Incentive Payouts (Latest Years):
- 2024: Deferred Salary $0, Performance Awards $0
- 2023: Deferred Salary $0, Performance Awards $0
- 2022: Deferred Salary $26,920, Performance Awards $14,757 (Total $41,677)
- 2021: Deferred Salary $24,594, Performance Awards $42,776 (Total $67,370)
MIC Plan mechanics, targets, and formulae:
| Component | Metric / Rule | Targeting / Levels | Payout Mechanics | Vesting / Timing |
|---|---|---|---|---|
| Deferred Salary | $100 per $1M Average Assets × Award % Allocation × 0.50 per six-month Period | Threshold ROA aligned to FDIC peer averages; floors/caps set around target | Earned in full if actual Adjusted ROA ≥ Threshold; reduced/forfeited if below; not carried over | Paid Dec 15 for Jan–Jun Period; Paid June 15 (following year) for Jul–Dec Period |
| Performance Awards | Pool = 10% × (Actual Adjusted Net Income − Adjusted Net Income at Threshold), within floor/cap | Peer-based Thresholds; Committee sets Floor/Cap annually | Individual payout = Pool × Award % Allocation (max 40%) | Same semi-annual schedule as Deferred Salary |
Semi-annual performance criteria examples:
| Period | Floor ROA | Target ROA | Cap ROA |
|---|---|---|---|
| 2H 2023 | 0.80% | 0.90% | 1.45% |
| 1H 2024 | 0.79% | 0.89% | 1.49% |
| 1H 2023 | 1.03% | 1.13% | 1.58% |
| 2H 2023 (pre-Plan alignment) | 1.00% | 1.10% | 1.55% |
Additional features:
- Adjusted Net Income includes provision reversals, recoveries, charge-offs, acquisition adjustments on loans/deposits, and other committee adjustments .
- May 8, 2024 Plan changes aligned Performance Periods with peer data and formally tied payouts to the Clawback Policy for covered executives .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Shares | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| Feb 28, 2025 | 23,097 | <1% | Includes 7,758 shares in Company 401(k) for his benefit; plus 11,350 shares over which he has sole/shared investment and/or voting power as a trust officer; pecuniary interest disclaimed on trust client shares |
| Feb 28, 2024 | 90,489 | 1.00% | Includes 7,440 401(k) shares for his benefit; 79,660 trust client shares under sole/shared authority; pecuniary interest disclaimed on trust client shares |
- Hedging: Insider trading policy prohibits short sales and hedging (collars, swaps, etc.) for executives and family members .
- Pledging: No explicit pledging policy disclosure found .
- Stock ownership guidelines: Not disclosed .
- Options/RSUs/PSUs: No stock or option grants disclosed; compensation is cash-based under the MIC Plan .
Employment Terms
- Employment agreements, severance, and change-of-control terms: Not disclosed in recent proxies; no severance multiples or CIC triggers reported for Bauer .
- Clawback: MIC Plan payouts are subject to ATLO’s Clawback Policy for covered executives .
- Non-compete/non-solicit/garden leave: Not disclosed .
- Say-on-Pay: Shareholders approved triennial frequency in 2023; next advisory vote scheduled for 2026 .
Performance & Track Record
| Year | Company TSR (Value of $100 Initial Investment) | Company Net Income ($) |
|---|---|---|
| 2022 | 100.97 | 19,293,000 |
| 2023 | 96.41 | 10,817,000 |
| 2024 | 78.18 | 10,218,000 |
- Incentive alignment: As Company performance and peer-based ROA thresholds tightened and profitability declined, Bauer’s incentive payouts fell to zero in 2023 and 2024, demonstrating the MIC Plan’s at-risk pay design tied to Adjusted ROA versus thresholds .
- Committee process: Personnel Committee calibrates thresholds using FDIC Uniform Bank Performance Reports and Iowa Bankers Association compensation surveys, with allocation percentages reflecting role seniority; performance award pool equals 10% of excess earnings over threshold .
Compensation Structure Analysis
- Shift in pay mix: 2021–2024 show rising base salary with incentive contraction to zero in 2023–2024, increasing fixed pay share amidst inflation and weaker earnings; no equity grants, which reduces equity-driven selling pressure but limits long-term stock alignment .
- Plan refinements: 2024 MIC Plan alignment modernized semi-annual periods to match peer data and incorporated acquisition adjustments, with explicit clawback linkage—positive for governance and risk management .
- Peer calibration: Targets set near peer averages (not above), with floors/caps around threshold; allocation % for awards capped at 40%—controls excessive payouts while maintaining incentive potency .
Related Party and Governance Notes
- Loans/related party transactions: Executive/Director lending conducted on market terms; Audit Committee reviews related party transactions for fairness; Regulation O compliance for ordinary-course loans reduces conflict risks .
- Board governance: Bauer is not a Company director; no committee memberships applicable .
Investment Implications
- Pay-for-performance alignment: Bauer’s 2023–2024 zero incentive outcome evidences tight linkage to bank profitability against peer-based ROA thresholds; governance strengthened via clawback and hedging prohibition—supportive of disciplined risk-taking .
- Retention risk: Compensation is predominantly cash with no disclosed equity grants, ownership guidelines, or severance/CIC protections; while base salary increased modestly, lack of long-term equity could reduce retention stickiness; however, long tenure and fiduciary trust-office responsibilities suggest institutional commitment .
- Trading signals: Minimal personal beneficial ownership (<1% in 2025) and no equity grants imply limited insider selling pressure; trust-held shares are non-pecuniary per disclosures, reducing signal value from reported beneficial totals .
- Performance gating: If First National Bank’s Adjusted ROA improves versus thresholds, Bauer’s deferred salary and performance awards should normalize; investors should monitor semi-annual threshold settings (peer ROA trends) and Adjusted Net Income drivers (credit loss provisions, charge-offs, acquisition adjustments) for forward incentive accrual potential .