Anne M. May
About Anne M. May
Anne M. May (age 74) is a retired partner and former managing partner of Machen & McChesney, LLP (1983–2018) and has served on AUBN’s board since 1990; she has also served on the Bank’s board since 1982 . She is independent under Nasdaq rules and currently serves as the Board’s Lead Independent Director, with authority to preside over executive sessions, call meetings of independent directors, and act as liaison with the Chair . In 2024, the Company’s board met 12 times and all directors attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Machen & McChesney, LLP | Partner; former Managing Partner | 1983–2018 | Public accounting, compensation and tax compliance expertise; risk management skills |
| AuburnBank (subsidiary) | Director | Since 1982 | Extensive banking knowledge through long service on Bank board |
External Roles
| Organization | Role | Notes |
|---|---|---|
| None disclosed | — | AUBN proxy provides no current public company directorships for Ms. May . |
Board Governance
- Lead Independent Director responsibilities: presides at meetings without the Chair, can call meetings of independent directors, and serves as principal liaison with the Chair .
- Independence: Eight directors were determined independent after 2024 board refresh; Audit and Compensation Committees are fully independent under Nasdaq/SEC rules .
- Attendance and engagement: 12 board meetings in 2024; all directors ≥75% attendance; all directors attended the 2024 annual meeting .
- Committee structure changes: In early 2025 the Board dissolved the Independent Directors, Property, and Strategic Planning Committees to focus the Board’s activities; independent directors still meet in executive session as required .
| Committee Assignments (AUBN) | 2025 Membership | Chair Role | Source |
|---|---|---|---|
| Audit | Member | — | |
| Compensation | Member | Chair | |
| Nominating & Corporate Governance | Member | Chair | |
| Executive | Member | — | |
| Lead Independent Director | — | Lead |
| Committee Assignments (AUBN) | 2024 Membership | Chair Role | Source |
|---|---|---|---|
| Audit | Member | — | |
| Compensation | Member | Chair | |
| Nominating & Corporate Governance | Member | — | |
| Independent Directors | Member | Chair | |
| Executive | Member | — | |
| Strategic Planning | Member | — | |
| Property | Member | — |
Fixed Compensation
- Fee framework: In 2024, board meeting fees were $2,000 for the Chair and $1,000 per director; committee meeting fees were $250 per member and $500 per committee chair; beginning January 2024 the Board added a $300/month director retainer ($600/month for the Chair); for 2025, board meeting fees increased to $2,200 (Chair) and $1,100 (director) .
- No year-end cash bonuses were paid in 2025 for 2024 performance; director bonuses were eliminated in favor of monthly retainer from 2024 .
| Director Cash Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash – Anne M. May ($) | 18,250 | 21,600 |
| Non-Equity Incentive Plan Compensation – Anne M. May ($) | — | — |
Performance Compensation
- Equity awards: The Company did not grant equity or non-equity incentive awards to directors in 2023 or 2024; no options were exercised and no stock awards vested in those periods .
- Equity plan context: Shareholders approved a 2024 Equity and Incentive Compensation Plan (350,000 shares) with a $100,000 annual limit for non-employee director compensation; however, no director equity grants are disclosed for 2024 .
| Director Equity Compensation | 2023 | 2024 |
|---|---|---|
| Equity Awards Granted (value) – Anne M. May | None | None |
| Options Exercised / Stock Vested – Anne M. May | None | None |
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No disclosed public company boards or interlocks for Ms. May . |
Expertise & Qualifications
- Public accounting leader and former managing partner with expertise in compensation and tax compliance; brings risk management skills to the Board .
- Extensive banking knowledge from decades of service on the Bank’s board .
- Governance leadership as Lead Independent Director and chair of Compensation and Nominating & Corporate Governance committees .
Equity Ownership
| Beneficial Ownership (Record Date Mar 17, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Anne M. May | 43,663 | 1.25% | Includes 33,311 shares held individually; 10,352 shares held via durable power of attorney for another person, as to which beneficial ownership is disclaimed . |
- Shares outstanding at record date: 3,493,699 .
- Pledging/Hedging: No pledging is disclosed for Ms. May; Company’s Insider Trading Policy prohibits short sales and transactions in derivative securities (options, swaps, etc.) on Company stock .
Related-Party Transactions and Conflicts
- Regulation O and related-party review: The Audit Committee reviews related-party transactions; loans to insiders must be on substantially the same terms as for non-affiliates; no director or executive (or immediate family) had a direct or indirect interest in transactions >$120,000 in 2024 or 2023 .
- No disclosed related-party transactions or independence-impairing relationships for Ms. May in 2024–2025 .
Shareholder Voting Signals (Engagement/Support)
| Item (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election – Anne M. May | 1,441,288 | 46,399 | — | 1,124,499 |
| Say-on-Pay (Advisory) | 1,429,238 | 42,206 | 16,242 | 1,124,499 |
| Say-on-Frequency – One Year | 1,442,584 | 753 (Two Years) | 40,835 (Three Years) | 3,515 (Abstain) |
| Prior Year Say-on-Pay (2024) | For | Against | Abstain | Total |
|---|---|---|---|---|
| 2024 Advisory Vote | 1,408,997 (96.1%) | 43,730 (3.0%) | 14,121 (0.9%) | 1,466,848 |
Insider Trades and Compliance
| Indicator (2024) | Status |
|---|---|
| Section 16(a) filing compliance (directors/officers/10% holders) | Company believes all required Forms 3/4/5 were filed during 2024 . |
Governance Assessment
-
Strengths
- Lead Independent Director role with clear authority enhances independent oversight; she also chairs Compensation and Nominating & Corporate Governance, aligning with her accounting and compensation expertise .
- Independent director with long banking-board experience; active on key risk and pay committees; Audit and Compensation Committees fully independent .
- Solid engagement (board met 12 times in 2024; directors ≥75% attendance; full attendance at annual meeting) .
- No director equity grants in 2023–2024; director pay is primarily fixed cash and meeting fees with modest monthly retainers, limiting pay-related conflicts; clawback framework exists for executives and intersects with Audit oversight .
-
Watch items
- Long tenure (Company board since 1990) may raise refreshment/independence optics for some investors despite formal independence and leadership role .
- Concentrated ownership by another director (Sandra J. Spencer at ~21.28%) can influence control dynamics; no direct issue for Ms. May but relevant to overall governance context .
- No disclosed director equity ownership guidelines; while Insider Trading Policy prohibits hedging/shorting, absence of guidelines may be noted by alignment-focused investors .
-
Conflicts/Related Parties
- No related-party transactions or loans outside Reg O standards reported for 2023–2024; no pledging disclosed for Ms. May; Section 16 compliance reported .