J. Tutt Barrett
About J. Tutt Barrett
Senior partner at Dean & Barrett (Opelika, AL) since 1992; age 73; independent director of Auburn National Bancorporation (AUBN) since 2010. Brings legal and risk management expertise, plus governance experience from charitable board service; previously served on a Bank local advisory board (1991–2010).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dean & Barrett (law firm) | Senior Partner | 1992–present | Legal and risk management expertise |
| AuburnBank local advisory board | Member | 1991–2010 | Local market insight; governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various charitable organizations | Board service | Not disclosed | Governance skills from nonprofit boards |
Board Governance
- Independence: Member of the Audit Committee; all Audit Committee members are independent under Nasdaq and SEC Rule 10A-3(b)(1) and meet financial literacy requirements.
- Committee assignments (as of Mar 17, 2025): Audit, Compensation, Nominating & Corporate Governance; not a committee chair.
- Attendance: Board held 12 meetings in 2024; all directors attended ≥75% of aggregate meetings and all attended the 2024 Annual Meeting.
- Independent director leadership: Lead Independent Director is Anne M. May; independent directors meet in executive session at least semi-annually.
| Committee | Barrett Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No | 16 |
| Compensation | Yes | No | 3 |
| Nominating & Corporate Governance | Yes | No | 4 |
| Executive | No | — | 1 |
- Structural changes: Independent Directors, Property, and Strategic Planning Committees dissolved at start of 2025 to focus Board activities; independent directors still meet per Nasdaq requirements.
Fixed Compensation
- Structure (2024 unless noted):
- Board meeting fees: $1,000 per director; increased to $1,100 in 2025. Chairman: $2,000; increased to $2,200 in 2025.
- Monthly retainer: $300 per director; $600 for Chairman (effective Jan 2024).
- Committee meeting fees: $250 per member; $500 per chair for Company Audit/Compensation and Bank committees.
- No year-end director bonuses for 2024 performance.
| Component | 2024 Amount/Rate | 2025 Rate | Notes |
|---|---|---|---|
| Board meeting fee (director) | $1,000 per meeting | $1,100 | One fee when Company and Bank meet same day |
| Monthly retainer (director) | $300/month | $300/month | Adopted Jan 2024 |
| Committee meeting fee (member) | $250 per meeting | $250 | Audit/Compensation/Bank committees |
| Committee meeting fee (chair) | $500 per meeting | $500 | Audit/Compensation/Bank committees |
| Barrett – Total fees (2024) | $29,850 | — | No equity or non-equity awards in 2024 |
Performance Compensation
- Equity awards: None granted to directors in 2024; no options exercised or stock awards vested.
- Bonuses: Director year-end bonuses eliminated; none paid for 2024 performance.
| Performance Element | Disclosure |
|---|---|
| Director equity awards (RSUs/PSUs/options) | None granted in 2024 |
| Director non-equity incentive plan | None in 2024 |
| Discretionary bonus policy | Eliminated; none paid for 2024 |
| Clawback policy linkage | Audit coordinates with Compensation on clawbacks if restatements occur |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company boards disclosed for Barrett in AUBN proxy biographies |
Expertise & Qualifications
- Legal and risk management expertise (senior law firm partner).
- Governance experience via charitable boards; local market insight through prior Bank advisory role.
Equity Ownership
- Insider trading/hedging policy: Prohibits short sales and derivative transactions; requires notice/approval for Rule 10b5-1 or other trading plans.
| Holder | Shares Beneficially Owned | % of Class | Pledged/Hedged |
|---|---|---|---|
| J. Tutt Barrett | 8,808 | ~0.25% (8,808 / 3,493,699 shares outstanding as of Mar 17, 2025) | No pledging disclosed for Barrett; Andrus pledged 3,292 shares (context) |
- Subsequent holdings update: Third-party trackers show Barrett held ~9,044 shares as of Oct 8, 2025 (reflecting additional 2025 purchases).
Insider Trades (2025)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Jan 14, 2025 | Open-market purchase | 1,851 | $23.96–$24.54 | |
| Nov 18, 2025 | Open-market purchase | 200 | Not disclosed |
- Aggregate signal: Recent months show net insider purchases and no insider sales; Barrett made multiple small open-market buys in 2025.
Governance Assessment
- Committee effectiveness: Broad engagement across Audit, Compensation, and Nominating & Governance; strong independence and literacy on Audit; frequent Audit meetings (16 in 2024) supports oversight rigor.
- Attendance and engagement: Meets attendance expectations; participated in annual meeting; positive engagement signal.
- Compensation alignment: Cash-heavy, meeting/retainer-based director pay; no equity grants to directors in 2024; reduces dilution but limits long-term equity alignment versus peers.
- Ownership alignment: Meaningful personal stake (~0.25% of shares) with ongoing open-market purchases; no pledging disclosed for Barrett; strong alignment and low conflict risk from hedging/derivatives prohibited.
- Conflicts/related-party exposure: Company notes ordinary-course transactions with directors and affiliates under Regulation O; Audit Committee reviews related-party items; no director or officer (including Barrett) had >$120,000 transactions in 2024/2023.
- Shareholder support: Strong re-election support for Barrett (1,445,053 for; 42,634 withheld; broker non-votes 1,124,499).
- RED FLAGS: None specific to Barrett disclosed. General board context includes one director with pledged shares (Andrus), which the Board should monitor; no director equity grants may reduce long-term alignment but avoids repricing/modification risks.
Shareholder Vote Detail (2025 Annual Meeting)
| Item | Votes For | Withheld/Against | Broker Non-Votes |
|---|---|---|---|
| Election of J. Tutt Barrett | 1,445,053 | 42,634 | 1,124,499 |
| Say-on-Pay (advisory) | 1,429,238 | 42,206 | 1,124,499 |
| Say-on-Frequency (One Year) | 1,442,584 | — | 1,124,499 |
| Officer liability exculpation amendment | 1,437,845 | 47,159 | 1,124,499 |
Notes on Policies and Controls
- Clawback coordination (restatements): Audit and Compensation Committees coordinate recovery under Erroneously Awarded Executive Incentive-Based Compensation Recovery Policy.
- Codes and charters: Code of Conduct and Ethics; committee charters available on the Company website.
Summary Signals for Investors
- Alignment: Personal share ownership and continued open-market purchases support investor confidence; no pledging/hazardous hedging by Barrett.
- Oversight: Active participation on key committees (Audit/Compensation/Governance) with independent status, strong committee meeting cadence.
- Support: Strong shareholder re-election vote indicates broad confidence.
- Conflicts: No material related-party transactions; Regulation O and Audit Committee review mitigate risk.