PROPOSAL ONE: ELECTION OF DIRECTORS
General
Ten current directors have been
nominated to serve on the Companys Board of Directors for one-year terms expiring at the Companys next scheduled annual meeting of shareholders and until their successors have been elected and
qualified. All the nominees for director are current directors of the Company, and all have agreed to serve, if elected.
Proxies cannot
be voted for more than the 10 nominees. Cumulative voting for directors is not permitted. All shares represented by valid Proxies received and not revoked before they are exercised will be voted in the manner specified therein. If no specification
is made, the Proxies will be voted for the election of all 10 nominees listed below. In the unanticipated event that any nominee is unable to serve, the persons designated as proxy holders will cast votes for the remaining nominees and for such
other replacements as may be nominated by the Companys Board of Directors.
The nominees have been nominated by the
Companys Board of Directors based on the recommendation of the Nominating and Corporate Governance Committee, and the Board unanimously recommends a vote FOR the election of all 10 nominees listed below.
Information about Nominees for Directors and Executive Officers
The following table sets forth the name and age of each nominee for director, a brief description of his or her principal occupation and
business experience, certain other directorships and how long he or she has been a director for the Company or the Bank. In addition, we have also provided a brief discussion of the specific experience, qualifications, attributes or skills that led
to the Nominating and Corporate Governance Committees conclusion that the nominee should serve as one of our directors. Except for Robert W. Dumas, Chairman of the Board of Directors of the Company and the Bank and David A. Hedges, President
and CEO of the Company and the Bank, none of the nominees are employed by the Company or the Bank or any entity that is an affiliate of the Company or the Bank.
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Name, Principal Occupation, Business Experience, Age, Directorships and
Qualifications |
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Director Since |
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C. Wayne Alderman |
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2004 |
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|
Dean and Professor Emeritus, former Dean of Enrollment Services and former Dean, College of Business, Auburn University;
former Director of Financial Operations of the Bank from 2000 to 2007; employed by Auburn University from 1979 to 2022. Dr. Alderman is 72. |
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Dr. Alderman, a certified public accountant and former Torchmark Professor of Accounting at Auburn University, has
strategic planning expertise, public accounting and risk and general management knowledge to the Board. He also has valuable insight and banking knowledge as a result of his service as the Banks Director of Financial Operations from 2000 to
2007, in addition to serving as a director of the Bank since 1993. |
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Terry W. Andrus |
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1998 |
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Retired President and Chief Executive Officer of the East Alabama Medical Center from 1984 to 2018; Director of 340B
Health, Former Director of Blue Cross/Blue Shield of Alabama. Mr. Andrus is 71. |
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Mr. Andrus has executive decision-making, financial expertise, and business-building skills from his past service as
the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. He possesses banking knowledge through his service as a director of the Bank since 1991. |
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5
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Name, Principal Occupation, Business Experience, Age, Directorships and
Qualifications |
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Director Since |
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J. Tutt Barrett |
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2010 |
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|
Mr. Barrett is a senior partner in the law firm of Dean & Barrett, located in Opelika, Alabama, where he has
worked since 1992. Mr. Barrett is 71.
Mr. Barrett brings a wealth of legal and risk management skills to the Board. He also provides governance skills and experience gained
through his service on the boards of various charitable organizations. In addition, Mr. Barrett served on one of the Banks local advisory boards from 1991 to 2010. |
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Laura J. Cooper |
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2020 |
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Executive Director of Lee County Youth Development Center in Opelika, Alabama since 2000. She has held various positions
with the Lee County Youth Development Center since 1987. Ms. Cooper is 64. |
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Ms. Cooper has extensive executive experience as head of a large non-profit in
Lee County Alabama. She also currently serves on the Auburn Industrial Development Board of Directors, the Opelika Chamber of Commerce Board of Directors, and the Auburn University Human Development and Family Studies Advisory
Council. Ms. Cooper has held numerous other leadership positions, including her past service as President of the Auburn City School Board, Chairperson of the Auburn Chamber of Commerce Board, Chairperson of the United Way of Lee County
Board, and as a member of the Auburn University College of Education Advisory Council. Ms. Cooper provides a unique perspective to the Board of Directors regarding the financial needs of the local community. |
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Robert W. Dumas |
|
2001 |
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Chairman of the Board of the Company and the Bank since January 2020; President and CEO of the Company from 2017 to
December 31, 2022 and the Bank from 2001 to December 31, 2022; Vice Chairman of the Company and the Bank from 2013 until his election as the Chairman; President and Chief Lending Officer of the Bank from 1998 to 2001. He has been employed
by the Bank since 1984; and is a Director of East Alabama Medical Center. Mr. Dumas is 69. |
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Mr. Dumas brings valuable insight and knowledge to the Board as a result of his service as President and CEO of the
Company and the Bank. Mr. Dumas currently serves as a trustee or director of the Auburn University Board of Trustees where he currently is President Pro Tempore, the Auburn Research and Technology Board of Directors, the Alabama Bankers
Association Board of Directors, and recently ended a term on the Federal Reserve Bank of Atlanta Board of Directors. He has held numerous other positions in professional leadership, including his service as President and Chairman of the Alabama
Bankers Association and a member of the Auburn University Business Advisory Council. Mr. Dumas has valuable knowledge from his 46 years of service in the banking industry, including serving as a director of the Bank since 1997. |
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William F. Ham, Jr. |
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2004 |
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Former Mayor of City of Auburn from 1998 to 2018; owner of Varsity Enterprises, a company providing coin laundry services,
since 1977. Mr. Ham is 69. |
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Mr. Ham brings a wealth of business-building skills and community knowledge to the Board as a result of his experience
as an entrepreneur and as the former Mayor of City of Auburn. He also has valuable knowledge through his service as a director of the Bank since 1993. |
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6
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Name, Principal Occupation, Business Experience, Age, Directorships and
Qualifications |
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Director Since |
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David A. Hedges |
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2022 |
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|
President and Chief Executive Officer of the Company and the Bank since January 1, 2023; formerly Executive Vice
President and Chief Financial Officer of the Company and the Bank since December 2015; and various other positions with the Company and Bank since 2006. Mr. Hedges is 44.
Mr. Hedges brings valuable knowledge and insight to
the Board as a result of his service as Executive Vice President and Chief Financial Officer of the Company and the Bank. He has demonstrated a thorough and thoughtful approach to strategy, execution, and service to employees, customers,
shareholders and the community. Prior to joining the Company, Mr. Hedges worked at KPMG LLP in their financial services audit practice from 2002 to 2006. |
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David E. Housel |
|
2004 |
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|
Director of Athletics Emeritus at Auburn University since January 2006; Director of Athletics at Auburn University from
1994 to January 2006. He was employed by Auburn University from 1970 to 2006. Mr. Housel is 76. |
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|
Mr. Housel brings valuable business, public relations, and strategic planning skills to the Board through his previous
experience managing a major collegiate athletic program with numerous employees and supervising multi-million dollar budgets. He also possesses banking knowledge through his service as a director of the Bank since 1997. |
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Anne M. May |
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1990 |
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Retired Partner, Machen & McChesney, LLP, an accounting firm located in Auburn, Alabama, from 1983 to 2018.
Ms. May is 72. |
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Ms. May has valuable risk management skills, public accounting knowledge and expertise in compensation and tax
compliance as a partner and former managing partner for a local accounting firm. She also possesses extensive banking knowledge through her service as a director of the Bank since 1982. |
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Edward Lee Spencer, III |
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2004 |
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Director of the Company; former Vice President, Spencer Lumber Company; where he was employed from 1973 to 2006. Son of E.
L. Spencer, Jr. Edward Lee Spencer, III is 67. |
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Mr. Edward Lee Spencer, III has valuable business insights and knowledge as a result of his previous management
experience with Spencer Lumber Company, a supplier of building and construction materials. He also has valuable banking knowledge through his service as a director of the Bank since 1991. |
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7
CORPORATE GOVERNANCE
Board Leadership Structure
Robert W.
Dumas serves as Chairman of the Company and the Bank, and was President and CEO of the Company and the Bank through December 31, 2022. The Board of Directors does not have a policy with respect to the separation of the offices of Chairman and
the Chief Executive Officer. The Board believes this issue is part of the succession planning process and that it is in the best interests of the Company and our shareholders to retain the flexibility to combine or separate these functions. The
Board believes there were a number of important advantages of combining the positions of Chairman and Chief Executive Officer, including the following:
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· |
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Mr. Dumas has 39 years of experience at the Bank, including 21 years as President and Chief Executive Officer
and 10 years as Vice Chairman and two years as Chairman of the Company and the Bank. He has the knowledge, expertise, and experience to understand the opportunities and challenges facing the Company, as well as the community and banking industry
leadership and management experience and skills to promote and execute our values and strategy, particularly during the current economic environment; |
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· |
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Prior to retiring as President and CEO at the end of 2022, Mr. Dumas could lead Board discussions regarding
our business and strategy, and provided unified leadership for the Company. His services as Chairman offers continuity and support for our management team and strategic advice; |
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· |
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The previous combination of the positions and Mr. Dumas continued service as Chairman since the end of
2022 creates a firm link between management and the Board and promotes the development and implementation of corporate strategy; and |
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· |
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Mr. Dumass continuing service as Chairman facilitates timely communication with the Board on critical
business matters given the complexity of our business and his knowledge of our customers, communities and other stakeholders. |
The Board believes that combining the positions of Chairman and Chief Executive Officer did not undermine the independence of the Board. The
Companys Board was comprised of Mr. Dumas and eight other directors prior to the election of Mr. Hedges in November 2022 as part of the Companys and the Banks management succession plan. Seven directors currently are
independent under Nasdaqs listing standards, and one outside director is a strong community and business leader who has not served as an employee or officer of the Company or the Bank. Our corporate governance guidelines provide that the
independent directors will meet at least semi-annually in executive session without management present.
The Company also has established
an Independent Director Committee. Anne M. May is currently the chairperson of such committee and therefore is formally identified as the Lead Independent Director. The Lead Independent Director has broad responsibility and authority, including to:
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· |
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Preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the
independent Directors; |
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· |
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Call meetings of Independent Directors Committee; and |
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· |
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Serve as the principal liaison between the Chairman and the Independent Directors. |
The Company believes the foregoing structure, policies and practices, when combined with the Companys other governance policies and
procedures, provide appropriate oversight, discussion and evaluation of decisions and direction from the Board of Directors.
8
Boards Role in Risk Oversight
The Board of Directors maintains oversight responsibility of the management of the Companys risks. A fundamental part of risk management
is not only understanding the risks to the Company, and the actions needed to manage those risks, but also determining acceptable levels of risk for the Company. The full Board of Directors reviews enterprise risk management through or with the
committees and with management.
While the Board of Directors maintains the ultimate oversight responsibility for risk management, the
Boards committees have these responsibilities for risk management oversight:
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· |
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the Compensation Committee evaluates, with our senior officers, risks posed by our compensation programs and seeks
to avoid compensation that may promote unnecessary or excessive risks and that does not reward performance consistent with applicable laws. The Compensation Committees role and its relationship with the Board are more fully described under
Committees of the Board Compensation Committee; |
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· |
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the Audit Committee oversees risks related to our financial statements, our compliance with legal
and regulatory requirements, including transactions with insiders and affiliates, our financial reporting process and system of internal controls. The Audit Committee also evaluates the performance of our independent auditors and our internal
auditing department. The Audit Committee periodically meets privately in separate executive sessions with management, our internal audit department, and the independent auditors. The Audit Committees role and its relationship with the Board
are more fully described under Committees of the Board Audit Committee; and |
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· |
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the Strategic Planning Committee reviews management and adjusts our risk assessment and appetite during the
Companys annual strategic planning process. The Strategic Planning Committees role and its relationship with the Board are more fully described under Committees of the Board Strategic Planning Committee.
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While each of these committees is responsible for evaluating and overseeing the management of these risks, the entire
Board of Directors is informed through committee reports about such risks. In addition, each of the Companys directors serves on the Banks Board of Directors. We believe that Board committees that report at the Bank level are critical to
the Companys risk management processes. These committees include the Directors Loan Committee, Asset/Liability Committee, Information Technology/Information Security (IT/IS) Steering Committee, and Operations and Bank Secrecy
Act (BSA) Committee. These committees each play a role in monitoring the following risks to the Bank and Company: credit, liquidity, interest rate, anti-money laundering and sanctions compliance, general compliance, and operational,
reputational and information technology and systems security, including cybersecurity risks.
Director Nominating Process
The Nominating and Corporate Governance Committee, in consultation with the Chairman of the Board, monitors existing director qualifications
and periodically examines the composition of the Companys Board of Directors and determines whether the Board of Directors would better serve its purposes with the addition of one or more directors. This assessment includes, among other
relevant factors, in the context of the perceived needs of the Board at that time, including experience and relevant knowledge, reputation, judgment, diversity and skills.
If the Nominating and Corporate Governance Committee determines that adding a new director is advisable or if a vacancy on the Board arises,
the Nominating and Corporate Governance Committee initiates the search, working with other directors, management and, if it deems appropriate or necessary, a search firm retained to assist in the search. The Nominating and Corporate Governance
Committee will consider all appropriate candidates proposed by management, directors and shareholders.
9
Information regarding potential candidates is presented to the Nominating and Corporate
Governance Committee, which then evaluates the candidates based on the needs of the Board of Directors at that time as described above. Nominees for directors are considered on the basis of various factors, including their character, experience,
skills, and knowledge of our communities. We seek a Board of Directors with a majority of independent directors with a range of complementary experiences and diversity, including persons with the expertise and qualifications required by our Audit
and Compensation Committees. Potential candidates are evaluated according to the same criteria, regardless of whether the candidate was recommended by the Nominating and Corporate Governance Committee, a shareholder, another director, management or
another third party. The Nominating and Corporate Governance Committee then meets to consider the selected candidate(s) and submits the approved candidate(s) to the full Board of Directors for approval and recommendation to the shareholders.
The director nomination process is designed so that the Board considers members with diverse backgrounds, including race, ethnicity, gender,
education, skills and experience, with a focus on appropriate financial and other expertise relevant to the Companys business, and also considers issues of judgment, conflicts of interest, integrity, ethics and commitment to the goal of
maximizing shareholder value. The Board and the Nominating and Corporate Governance Committees goal with regard to the consideration of diversity in identifying director nominees is to assemble a group of directors with deep, varied
experiences, sound judgment and commitment to the Companys success.
In 2021, Nasdaq amended its listing rules to require diverse
board composition and disclosure of specified diversity metrics, subject to certain exceptions and transition periods. In accordance with Nasdaq rules, the table below provides the composition of the Companys Board of Directors based on
voluntary self-identification of gender identity and other demographics. Each of the categories listed in the table has the meaning as it is used in the Nasdaq rules and related guidance and instructions.
Board Diversity Matrix (as of March 29, 2023)
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Female |
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Male |
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Total |
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Part I: Gender Identity |
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Directors |
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2 |
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8 |
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10 |
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Part II: Demographic Background |
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African American or Black |
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1 |
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1 |
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White |
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1 |
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8 |
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9 |
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Shareholder Nominations
Subject to the requirements of the Companys Certificate of Incorporation and Amended and Restated Bylaws, as well as any requirements of
law or regulation, any shareholder entitled to vote for the election of directors may recommend a director nominee. Advance notice of such proposed nomination must be received by the Secretary of the Company not less than 21 days nor more than 60
days prior to any meeting of the shareholders called for the election of directors. Nominations should be submitted in writing to the Secretary of the Company specifying the nominees name and other required information set forth in the
Companys Bylaws. In 2022, there were no shareholder recommendations received, and no third party search firms were used to identify director candidates.
Shareholder Communications
Shareholders
who wish to communicate with the Board, or any individual director or group of directors, may do so by sending written communications addressed to: Board of Directors of Auburn National Bancorporation, Inc., c/o C. Wayne Alderman, Secretary, Auburn
National Bancorporation, Inc., 100 N. Gay Street, P.O. Box 3110, Auburn, Alabama, 36831-3110. All information will be compiled by the Secretary of the Company and submitted to the Board of Directors or each applicable director at the next regular
meeting of the Board of Directors.
10
Meetings of the Board of Directors
The Boards of Directors of the Company and the Bank, as well as the committees of the Companys and Banks Boards of Directors,
generally hold meetings in tandem. The Companys Board of Directors held 12 meetings during 2022. All directors attended at least 75% of the aggregate of all meetings of the Companys Board of Directors and each committee on which they
served. All of the Companys directors are encouraged to attend the Companys annual meetings of shareholders. All of the Companys directors attended the 2022 Annual Meeting of Shareholders.
Committees of the Board of Directors
In
accordance with the Companys Corporate Governance Guidelines or Bylaws, the Companys Board has established the committees described below. As of March 29, 2023, the members of each committee are identified below:
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Director Name |
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Audit |
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Compensation |
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Nominating
& Corporate
Governance |
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Independent
Directors |
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Executive |
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Strategic
Planning |
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Property |
Alderman |
|
ü |
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ü |
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ü |
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ü |
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Andrus |
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ü(C) |
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ü |
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ü(C) |
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ü |
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ü |
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Barrett |
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ü |
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ü |
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ü |
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ü |
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ü |
Cooper* |
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Dumas |
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ü(C) |
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ü(C) |
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ü(C) |
Ham, Jr. |
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ü |
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ü |
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ü |
Hedges |
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ü |
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ü |
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ü |
Housel |
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ü |
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ü |
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ü |
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ü |
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May |
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ü(C) |
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ü |
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ü(C) |
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ü |
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ü |
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ü |
Spencer, III |
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ü |
* |
Although Mrs. Cooper does not currently serve on any committees at the Company level, she serves on
several committees at the Bank level, including: IT/IS Steering Committee, Operations Committee and Asset/Liability Committee. |
Audit
Committee
The Audit Committee has the responsibilities set forth in the Audit Committee Charter, including reviewing the
Companys financial statements, evaluating internal accounting controls, reviewing reports of regulatory authorities and determining that all audits and examinations required by law are performed. It appoints independent auditors, reviews and
approves their audit plan and reviews with the independent auditors the results of the audit and managements response thereto. The Audit Committee also reviews the adequacy of the internal audit budget and personnel, the internal audit plan
and schedule, and results of audits performed by the internal audit staff. The Audit Committee is responsible for overseeing the entire audit function and appraising the effectiveness of internal and external audit efforts. All members of the Audit
Committee are independent directors, as defined in the Nasdaq listing standards, and meet the independence criteria set forth in SEC Rule 10A-3(b)(1) and the financial literacy requirements of the
Nasdaq listing standards and SEC regulations. The audit committee has the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties. This committee held 14 meetings in 2022. The Board of Directors
has determined that C. Wayne Alderman and Terry W. Andrus, members of the Audit Committee, are audit committee financial experts, as defined by SEC rules.
11
Compensation Committee
The Compensation Committee Charter authorizes the Compensation Committee to review, recommend and approve the compensation of the Chief
Executive Officer, other executive officers and other key employees of the Company and the Bank; evaluate the Companys incentive compensation plans, including any equity compensation plans; and select, interview and make hiring recommendations
to the Board for the Chief Executive Officer position. In addition, the Committee approves changes to any Company personnel policy manuals or handbooks, and annually evaluates director compensation. Although it has not done so, the Compensation
Committee may delegate authority to subcommittees consisting of one or more members, as it deems appropriate. The Compensation Committee may engage its own legal counsel and compensation consultants, funded by the Company. All current members of the
Compensation Committee are independent directors as defined in the Nasdaq listing standards. This committee held two meetings in 2022.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committees purpose is to identify individuals qualified to become members of the Companys
Board of Directors and recommend to the Board any director nominees. The Nominating and Corporate Governance Committee considers all appropriate candidates proposed by management, directors and shareholders. The Committee will consider all
shareholder nominees that are submitted in accordance with the procedures described in the Shareholder Nominations section in this Proxy Statement. This committee also takes a leadership role in shaping corporate governance policies and practices of
the Company. The responsibilities and duties of the Nominating and Corporate Governance Committee are more fully set out in the Nominating and Corporate Governance Committee Charter. All members of the Nominating and Corporate Governance Committee
are independent directors as defined in the Nasdaq listing standards. The Nominating and Corporate Governance Committee held two meetings in 2022.
Independent Directors Committee
The
Independent Directors Committee was formed to meet Nasdaq listing standards, which require that the Companys independent directors meet separately from the other directors in regularly scheduled executive sessions at least twice annually, and
at such other times as may be deemed appropriate by the Companys independent directors. Nasdaq listing standards also require that a majority of the Companys directors be independent directors. The Board has affirmatively
determined that all members of the Independent Directors Committee are independent directors. The Companys Board of Directors has appointed Anne M. May to serve as the Boards Lead Independent Director. This committee held three meetings
in 2022.
Executive Committee
The
Companys Executive Committee is authorized to act in the absence of the Board of Directors on certain matters that require Board approval. This committee held one meeting during 2022.
Strategic Planning Committee
The
Strategic Planning Committee evaluates potential acquisitions and the Companys long-range goals and oversees the process and risk assessment used for the officers and directors strategic planning sessions. This committee held no
meetings during 2022.
Property Committee
The Property Committee evaluates potential properties for expansion or branching activities. This committee held no meetings during 2022.
12
The Board of Directors has adopted a Code of Conduct and Ethics applicable to the
Companys directors, officers and employees, including the Companys principal executive officer, principal financial officer, principal accounting officer and other senior financial officers. The Code of Conduct and Ethics, as well as the
charters for the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee, can be found by hovering over the heading About Us on the Companys website, www.auburnbank.com, and then
clicking on Investor Relations, and then clicking on Governance Documents. The Company posts any amendments to or waivers of, its Code of Conduct and Ethics at this location on the Companys website. Any shareholder may
make a written request for a copy of the Companys Code of Conduct or the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee charters to Auburn National Bancorporation, Inc., 100 N. Gay Street, Auburn,
Alabama 36830, Attention: Marla Kickliter, Senior Vice President of Compliance and Internal Audit. Requests may also be made via telephone by contacting Ms. Kickliter or Laura Carrington, Vice President of Human Resources, at (334) 821-9200. As additional corporate governance standards are adopted, they will be disclosed on an ongoing basis on the Companys website.
Board Compensation
In 2022, the
Chairman received $2,000 and each director received $1,000, respectively, for each Board meeting attended, which will be the same for 2023. Generally, the Board of Directors of the Company and the Bank meet on the same day, and in such cases, a fee
is paid for one board meeting only. In addition, members of the Audit Committee and the Compensation Committee of the Company, which also serve as the members of the Audit Committee and the Compensation Committee of the Bank, respectively, receive
an additional fee of $250 for each committee meeting attended, while each Chairman of these committees receives $500 per meeting attended. Members of the Banks Loan Committee, Asset/Liability Committee and IT/IS Steering Committee receive $250
for each committee meeting attended, while each Chairman of these committees receives $500 per meeting attended. Committee chairs and members of the Banks Strategic Planning Committee and Property Committee receive $250 for each committee
meeting attended. Fees are not paid for other committee meetings. The Companys and the Banks directors may receive year-end cash bonuses based upon the Companys financial performance. In
2022, aggregate fees paid to Company and Bank directors totaled approximately $240,000. The compensation of directors may be changed from time to time by the Board of Directors upon recommendation of the Compensation Committee, without shareholder
approval.
The following table provides information concerning the compensation of the Companys
non-employee directors for 2022. Compensation paid to Robert W. Dumas and David A. Hedges for their service as directors is reported in the Summary Compensation Table on page 16.
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Name |
|
Fees Earned or Paid in Cash |
|
Non-equity Incentive Plan Compensation(1) |
|
Total |
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|
C. Wayne Alderman |
|
$ 33,250 |
|
$ 3,650 |
|
$ 36,900 |
Terry W. Andrus |
|
18,750 |
|
3,650 |
|
22,400 |
J. Tutt Barrett |
|
26,000 |
|
3,650 |
|
29,650 |
Laura J. Cooper |
|
13,500 |
|
3,650 |
|
17,150 |
William F. Ham, Jr. |
|
20,000 |
|
3,650 |
|
23,650 |
David E. Housel |
|
18,750 |
|
3,650 |
|
22,400 |
Anne M. May |
|
18,000 |
|
3,650 |
|
21,650 |
Edward Lee Spencer, III |
|
18,000 |
|
3,650 |
|
21,650 |
(1) |
Amounts represent cash bonuses paid to the Companys directors. |
The Company did not grant any equity or non-equity incentive plan awards in 2022. There were no stock
options exercised or stock awards vested in 2022.
13