Donald Kimble
About Donald R. Kimble
Independent director since 2023; age 65; based in Cleveland Heights, Ohio. Former Vice Chair, CFO and Chief Administrative Officer of KeyCorp and President/Chairman of KeyBank NA; prior CFO of Huntington Bancshares and Controller at AmSouth Bancshares. BS in Business Administration from The Ohio State University. Serves on AUB’s Audit and Risk Committees and is designated an Audit Committee Financial Expert under SEC rules. Independent under NYSE standards; attended at least 75% of Board and applicable committee meetings in 2024, with all directors attending the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyCorp | Chief Financial Officer | 2013–May 2023 | Led finance for large public bank holding company; extensive public company reporting experience |
| KeyCorp | Vice Chair | 2017–May 2023 | Executive leadership; enterprise oversight |
| KeyCorp | Chief Administrative Officer | 2020–May 2023 | Oversight of administrative functions |
| KeyBank NA | Chairman and President | 2020–May 2023 | Bank subsidiary leadership |
| Huntington Bancshares, Inc. | EVP & Chief Financial Officer | Prior to KeyCorp (dates not disclosed) | Large-bank CFO experience |
| AmSouth Bancshares | EVP & Controller | Prior to Huntington (dates not disclosed) | Accounting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current U.S.-listed public company directorships disclosed for Kimble |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Independent director under NYSE and Company Categorical Standards |
| Committees | Audit (member); Risk (member); not a chair |
| Financial Expert | Audit Committee identifies Kimble as an “audit committee financial expert” under SEC rules; banking/financial management expertise under FDIC regs |
| 2024 Meeting Cadence | Board: 9 regular, 2 special; Audit: 10; Risk: 7 |
| Attendance | Each director met ≥75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting |
| Executive Sessions | Independent directors meet at least quarterly in executive session without management |
Fixed Compensation
| Component | 2024 Program | 2025 Program | Notes |
|---|---|---|---|
| Board Cash Retainer | $50,000 | $60,000 (effective 1/1/2025) | Non-employee directors |
| Equity Retainer | $65,000 in unrestricted shares | $80,000 in unrestricted shares | Paid in stock; unrestricted |
| Audit Committee Member Fee | $11,000 | $15,000 | Kimble is a member |
| Other Committee Member Fee | $8,000 (non-Audit/Exec) | $10,000 | Risk Committee membership |
| Executive Committee Meeting Fees | $1,000 ≥1 hour; $500 <1 hour (members only) | Unchanged | Kimble is not on Executive Committee |
| Director | 2024 Cash ($) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Donald R. Kimble | 72,500 | 70,005 | 142,505 |
Performance Compensation
- Non-employee director pay is not performance-based; equity is granted as unrestricted shares and no performance metrics apply to director awards.
- The Company’s 2025 Stock & Incentive Plan affirms independent committee oversight, clawback applicability, and no dividends on unearned performance awards; directors receive unrestricted shares under the program.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Company Boards | None disclosed for Kimble |
| Interlocks/Conflicts | No disclosed related-party transactions for Kimble; related party policy requires Audit Committee approval; loans to insiders made on market terms; a director’s family employment (Wampler’s daughter) disclosed—not applicable to Kimble |
Expertise & Qualifications
- Deep finance and accounting expertise (public bank CFO, Controller); risk management and regulatory familiarity; qualifies as an Audit Committee Financial Expert.
- Strategic leadership across large banking institutions; M&A, capital markets, and reporting experience enhances oversight of financial statements, controls, and enterprise risk.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Pledged? |
|---|---|---|---|
| Donald R. Kimble | 9,496 | <1% | None pledged; policy prohibits pledging/hedging |
- Director Stock Ownership Policy: Non-employee directors must hold ≥5x annual cash retainer; all directors are in compliance (new directors have up to 5 years to comply).
- Hedging and pledging AUB stock are prohibited for directors/executives.
Governance Assessment
-
Strengths
- Independence and board engagement (≥75% attendance; quarterly executive sessions).
- Audit/Risk committee membership with formal “financial expert” designation; supports rigorous oversight of reporting, controls, and enterprise risk.
- Ownership alignment through equity retainer; compliance with 5x retainer stock ownership policy; no pledging/hedging.
- Clear related-party controls; no Kimble-specific related-party transactions disclosed.
-
Watch items
- None flagged specific to Kimble in the proxy; ongoing monitoring of committee workload (Audit 10; Risk 7 meetings) and director equity mix as programs evolve.
-
Context signals
- Director compensation structure increased for 2025 (cash and equity), aligning market competitiveness; independent consultant (Meridian) advises pay and governance.
- Company-wide governance practices include clawbacks, majority voting with resignation policy, and prohibition of hedging/pledging—support investor confidence.