C. Wayne Alderman
About C. Wayne Alderman
Dr. C. Wayne Alderman, age 74, is an independent director of Auburn National Bancorporation, Inc. (AUBN) serving on the board since 2004 and on the Bank’s board since 1993; he is a CPA, former Torchmark Professor of Accounting, and Dean/Professor Emeritus at Auburn University (employed 1979–2022) with prior service as the Bank’s Director of Financial Operations (2000–2007) . He has been designated an “audit committee financial expert” by the board and currently serves as the Company’s Secretary, a notable governance role in addition to his directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Auburn University | Dean and Professor Emeritus; former Dean of Enrollment Services; former Dean, College of Business | 1979–2022 | Provides strategic planning, public accounting, risk and general management expertise to the board . |
| AuburnBank (subsidiary) | Director of Financial Operations | 2000–2007 | Adds direct banking and financial operations insight to board deliberations . |
| AuburnBank (board) | Director | Since 1993 | Long-standing governance continuity and local market knowledge . |
External Roles
- No current public company directorships are listed for Dr. Alderman in the proxy biography section .
Board Governance
| Attribute | Details |
|---|---|
| Committee assignments | Audit Committee (member); Compensation Committee (member) . |
| Committee chair roles | None (no chair designation next to Alderman) . |
| Financial expertise | Board determined Alderman is an “audit committee financial expert” under SEC rules . |
| Independence status | All members of the Audit and Compensation Committees are independent under Nasdaq/SEC rules; Alderman serves on both . |
| Attendance and engagement | The board met 12 times in 2024; all directors attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting . |
| Lead Independent Director | Anne M. May; independent directors meet in executive session at least semi-annually . |
| Years of service | Company director since 2004; Bank director since 1993 . |
| Corporate officer role | Company Secretary (signatory on proxy materials), in addition to independent director . |
| Shares outstanding context | 3,493,699 shares outstanding as of March 17, 2025 (for ownership context) . |
Fixed Compensation
| Component | Amount/Description |
|---|---|
| 2024 Board meeting fee | $1,000 per director per board meeting (Chairman $2,000); increased to $1,100/$2,200 for 2025 . |
| 2024 Committee meeting fee | $250 per committee meeting (committee chairs $500) for Company and Bank committees noted; certain bank committees also paid fees . |
| Monthly retainer (effective Jan 2024) | $300 per director; $600 for Chairman; director bonuses eliminated . |
| 2024 Alderman total director compensation | $38,100 (fees earned/paid in cash) . |
| Equity grants to directors (2024) | None granted . |
Performance Compensation
| Element | 2024 Status | Notes |
|---|---|---|
| Director cash bonus | Eliminated; no year-end director bonuses paid for 2024 performance . | |
| Equity awards (RSUs/PSUs/options) | None granted to directors in 2024 . | |
| Performance metrics (director pay) | Not applicable (no performance-linked director pay disclosed for 2024) . | |
| Clawback framework | Company maintains an Erroneously Awarded Executive Incentive-Based Compensation Recovery Policy administered by Compensation Committee and coordinated with Audit in case of restatements . |
Other Directorships & Interlocks
- No other public company board roles or interlocks are disclosed for Alderman; biography lists academic and bank roles only .
Expertise & Qualifications
- CPA; designated “audit committee financial expert” by the board, satisfying SEC/Nasdaq financial literacy and expertise expectations for audit oversight .
- Strategic planning, public accounting, risk and general management expertise from senior academic leadership; direct banking and finance operations experience from prior role at the Bank .
- Insider Trading Policy prohibits short sales, derivative transactions in Company securities, and requires pre-approval for 10b5-1 and other trading plans, supporting alignment and compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| C. Wayne Alderman | 5,116 | <1% | No footnote indicating pledging; only Mr. Andrus’ holdings include pledged shares; table uses SEC “beneficial ownership” definitions . |
Governance Assessment
-
Strengths:
- Financial oversight: Audit Committee member and board-designated “audit committee financial expert” bolster audit rigor and internal control oversight .
- Independence and engagement: Serves on two key independent committees (Audit, Compensation); board reports strong attendance and annual meeting participation in 2024 .
- Policy framework: Active clawback policy coordination between Audit and Compensation; robust Insider Trading Policy prohibiting hedging/derivatives support governance risk controls .
- Shareholder sentiment: 2024 say‑on‑pay support was 96.1% in favor, signaling broad investor approval of pay practices .
- Related‑party and conflicts: Company reports no related‑party transactions exceeding $120,000 in 2024 or 2023; Regulation O controls and Audit Committee review apply to insider lending .
-
Watch items / potential red flags to monitor:
- Role concentration: Alderman serves as Company Secretary while also serving on Audit and Compensation Committees; though the Company affirms independence for committee members, some investors may scrutinize the optics of a director holding a corporate officer title alongside gatekeeper committee duties .
- Ownership alignment: Beneficial ownership of 5,116 shares (<1%) provides some alignment; context is ~3.49M shares outstanding; no director equity grants were made in 2024, so alignment relies on shareholdings and cash fees rather than ongoing equity awards .