David E. Housel
About David E. Housel
Independent director of Auburn National Bancorporation, Inc. (AUBN); age 78; AUBN director since 2004 and Bank director since 1997. Former Director of Athletics at Auburn University (1994–Jan 2006) and Director of Athletics Emeritus since Jan 2006; employed by Auburn University from 1970–2006. Core credentials: business, public relations, and strategic planning skills from managing a major collegiate athletic program with multi-million dollar budgets; banking knowledge from long-standing service on the Bank board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Auburn University | Director of Athletics | 1994 – Jan 2006 | Managed large staff and multi-million dollar budgets; public relations and strategic planning skills |
| Auburn University | Director of Athletics Emeritus | Since Jan 2006 | Ongoing institutional community leadership |
| Auburn University | Various roles | 1970 – 2006 | Long-tenured administration experience |
External Roles
- No other public-company directorships disclosed in AUBN’s 2025 proxy for Housel. The biography lists Auburn University roles and Bank directorship tenure but does not identify external public boards.
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not disclosed as chair.
- Committee activity: Audit Committee held 16 meetings in 2024; Compensation Committee held 3 meetings in 2024; Nominating & Corporate Governance held 4; Executive Committee held 1.
- Independence: All Audit Committee members are “independent directors” under Nasdaq rules and SEC Rule 10A‑3; Housel is listed among Audit Committee members.
- Attendance and engagement: The Company’s Board held 12 meetings in 2024; all directors attended at least 75% of aggregate Board and committee meetings, and all directors attended the 2024 Annual Meeting.
- Board structure: Eight directors were determined independent after March 2024 additions; Anne M. May is Lead Independent Director; independent directors meet at least semi‑annually in executive session.
Committee Memberships and Roles
| Committee | Role | Chair (Y/N) | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No (chairs designated elsewhere) | 16 |
| Compensation | Member | No | 3 |
Fixed Compensation
- Director pay structure (2024): Cash meeting fees — $1,000 per director per Board meeting in 2024 ($2,000 for Chairman); committee members $250 per meeting; committee chairs $500 per meeting. Effective Jan 2024, added monthly retainers: $300 per director; $600 for Chairman. 2025 Board meeting fees increased to $1,100 per director and $2,200 for Chairman.
- Director bonuses were eliminated (no year-end cash bonuses for 2024 performance).
- Equity grants: None in 2024; no stock options exercised or stock awards vested.
| Item | 2024 Detail |
|---|---|
| Monthly retainer | $300 per director; $600 Chairman |
| Board meeting fee | $1,000 per director; $2,000 Chairman (2024); increased to $1,100 and $2,200 for 2025 |
| Committee meeting fee | $250 member; $500 chair |
| Housel 2024 cash fees | $24,600 |
| Equity grants/options (director) | $0 grants; $0 options exercised; $0 awards vested |
Performance Compensation
- No director performance-based compensation (no non-equity incentives, RSUs/PSUs, or options granted to directors in 2024).
| Metric | 2024 |
|---|---|
| Non‑equity incentive plan comp (director) | $0 |
| Stock/Option awards granted (director) | $0 |
| Options exercised / stock vested (director) | $0 / $0 |
Other Directorships & Interlocks
- Internal interlock: Each Company director also serves on the Bank’s Board; risk oversight at bank-level committees (Loan, Asset/Liability, IT/IS Steering, Operations/BSA) reported up to the full Board.
- No external public-company interlocks for Housel disclosed.
Expertise & Qualifications
- Business, public relations, strategic planning from leadership of Auburn University athletics program; supervision of multi‑million dollar budgets and large staff.
- Banking knowledge from service as Bank director since 1997.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding (Record Date) |
|---|---|---|---|
| David E. Housel | 8,125 | <1% (“*”) | 3,493,699 (as of Mar 17, 2025) |
- Pledging/hedging: No pledge noted for Housel in ownership footnotes; company insider trading policy prohibits short sales and transactions in Company derivative securities; trading plans require prior notice and approval.
Governance Assessment
- Independence and oversight: Housel’s placement on the Audit Committee (independent-only composition) strengthens financial reporting oversight; committee met 16 times in 2024, signaling substantive engagement.
- Attendance and engagement: Met the Company’s 75%+ attendance threshold and attended the 2024 Annual Meeting, supporting effective participation.
- Pay alignment: Director compensation is modest, cash-only, with no equity grants or incentives; reduces misalignment risk but may limit long-term equity alignment relative to peers that use stock units for directors.
- Ownership: 8,125 shares (<1%) — provides some skin-in-the-game; no pledge flagged in footnotes.
- Conflicts and related parties: Proxy states no director or officer had a direct/indirect interest in Company transactions exceeding $120,000 in 2024 or 2023; insider lending occurs in ordinary course per Regulation O with Audit Committee oversight.
- Controls and compliance: All Section 16 filings complied in 2024; strong insider trading controls (no short sales/derivatives; pre‑approval for trading plans).
- Shareholder signals: Prior year say‑on‑pay received 96.1% support, indicating broad investor confidence in compensation governance.
RED FLAGS: None specific to Housel disclosed (no attendance shortfall, no >$120k related-party transactions, no pledging). Note: another director (Andrus) had pledged shares, highlighting broader board-level monitoring need.
Positive Signals: Independent status; Audit Committee membership; documented attendance; conservative director pay (cash-only); compliance with Section 16 and robust insider trading policy.
Say‑on‑Pay & Shareholder Feedback (Context)
| Year | For | Against | Abstain | Approval % |
|---|---|---|---|---|
| 2024 | 1,408,997 | 43,730 | 14,121 | 96.1% |
Risk Indicators & Policies (Context)
- Insider trading policy prohibits short-selling and transactions in Company-based derivatives; requires prior notice/approval for Rule 10b5‑1 and other trading plans; applies to directors and covered persons.
- Section 16 compliance: Company believes all director filings complied in 2024.
- Related-party transaction oversight: Audit Committee review, Regulation O adherence; no >$120k transactions involving directors/officers in 2024/2023.
Notes on Board Structure
- Lead Independent Director: Anne M. May; independent directors meet at least semi-annually in executive session.
- Board size and nominees: 11 nominees for one-year terms at 2025 Annual Meeting.