Michael A. Lawler
About Michael A. Lawler
Michael A. Lawler, age 62, is an independent director of Auburn National Bancorporation, Inc. (AUBN). He joined the Company and Bank boards effective March 29, 2024 and brings executive and technology/payments expertise from founding and leading Fullsteam Holdings LLC since April 2018 and prior executive roles at Heartland Payment Systems through its 2016 sale to Global Payments . In 2025, he serves on AUBN’s Audit Committee; all Audit members are independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fullsteam Holdings LLC | Founder & Chief Executive Officer | Apr 2018 – present | Executive decision-making; technology and payments expertise relevant to bank vendors |
| Heartland Payment Systems, Inc. | President – Strategic Markets Group; executive officer | 2012 – 2016 | Strategic planning and business-building leading to sale to Global Payments in 2016 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fullsteam Holdings LLC | Chief Executive Officer | Apr 2018 – present | Vendor to banks; payments/technology across small business verticals |
Board Governance
- Committee memberships (2025): Audit Committee member; not a chair. The Audit Committee held 16 meetings in 2024, and all members are independent under Nasdaq and SEC Rule 10A‑3 .
- Independence: Eight directors were determined independent after March 2024; Audit Committee independence affirmed. Lawler’s Audit role supports independence and financial literacy expectations .
- Attendance and engagement: The Board held 12 meetings in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting of Shareholders .
- Lead Independent Director and executive sessions: Anne M. May is Lead Independent Director; independent directors meet at least semi‑annually in executive session without management .
- Bank board involvement: Each Company director also serves on the Bank’s Board; risk oversight includes Bank committees (Loans, ALCO, IT/IS, BSA) that report to the Board .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Board meeting fee – Chairman | $2,000 | $2,200 | Per meeting; paid once when Company and Bank meet same day |
| Board meeting fee – Director | $1,000 | $1,100 | Per meeting; paid once when Company and Bank meet same day |
| Monthly retainer – Chairman | $600 | $600 | Adopted effective Jan 2024 |
| Monthly retainer – Director | $300 | $300 | Adopted effective Jan 2024 |
| Audit/Comp Committee meeting fee – member | $250 | $250 | Per committee meeting; both Company and Bank committees |
| Audit/Comp Committee meeting fee – chair | $500 | $500 | Per committee meeting |
| Lawler – total director fees earned | $11,950 | — | Disclosed for 2024; no equity or bonus paid to directors in 2024 |
Performance Compensation
| Item | 2023 | 2024 | Plan/Metric Details |
|---|---|---|---|
| Director equity grants | None | None | Company did not grant equity or non‑equity incentive awards to directors in 2023–2024 |
| Director cash bonus | Historically eligible | Eliminated | Bonuses eliminated; monthly retainers adopted Jan 2024 |
| Equity plan adoption | — | 2024 Plan approved | 2024 Equity & Incentive Plan reserves 350,000 shares; non‑employee director annual comp cap of $100,000 (cash + fair value of awards); change‑in‑control provisions allow possible vesting acceleration/substitution at Committee discretion |
No director‑specific performance metrics (e.g., TSR, revenue growth) govern Lawler’s director pay; for executives, pay‑versus‑performance appears separately and does not apply to director compensation .
Other Directorships & Interlocks
| Category | Item | Status/Disclosure |
|---|---|---|
| Public company directorships | Current | None disclosed for Lawler |
| Private company roles | Fullsteam Holdings LLC | CEO; vendor to banks |
| Related‑party/transactions | Company policy | Audit Committee reviews related‑party transactions; none involving directors/officers/5% owners exceeded $120,000 in 2024/2023 |
| Pledging/Hedging | Policy | Insider Trading Policy prohibits short‑selling and derivatives; requires approval for trading plans; does not list Lawler pledges; one other director had pledged shares noted separately |
Expertise & Qualifications
- Executive leadership in payments technology and vertical SaaS (Fullsteam), relevant to banks’ vendor oversight and fintech partnerships .
- Prior senior role at Heartland Payment Systems, bringing strategic planning, risk, and go‑to‑market experience .
- Corporate governance fit: independent, Audit Committee member; Board seeks complementary expertise including audit/comp qualifications and community knowledge .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 1,000 | 2,000 |
| Ownership % of outstanding | <1% | <1% |
| Pledged as collateral | None disclosed | None disclosed |
| Notes | Elected Mar 29, 2024; all directors/executives a group held 24.43% in 2024 | Shares outstanding at 2025 Record Date: 3,493,699 |
Citations: 2024 ownership ; 2025 ownership ; shares outstanding and Record Date . Pledge notes: none for Lawler; Andrus pledge disclosed for context .
Governance Assessment
- Strengths: Independent status and Audit Committee membership bolster board oversight; full‑board and committee attendance was ≥75% in 2024; Section 16(a) compliance reported; Lead Independent Director in place with executive sessions .
- Pay alignment: Director compensation is modest, transparent, and primarily fixed cash with no 2024 equity grants or bonuses; equity plan caps director compensation at $100,000 annually, reducing pay inflation risk .
- Potential conflicts to monitor: Lawler’s leadership of a payments vendor (Fullsteam) implies potential vendor relationships with banks; Company reports no related‑party transactions above thresholds in 2024/2023 and subjects insider transactions to Audit Committee review and Regulation O controls. Continued monitoring and recusal where appropriate are advisable .
- Shareholder signals: Strong say‑on‑pay support historically (2024 vote: 96.1% For; 2023 vote: 97.4% For), indicating investor confidence in compensation governance more broadly .
Supporting Governance Data
| Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 12 | 12 |
| Director attendance threshold | ≥75% (all directors) | ≥75% (all directors) |
| Audit Committee meetings | 14 | 16 |
| Lead Independent Director | Anne M. May | Anne M. May |
Citations: Board/Audit meetings and attendance ; Lead Independent Director .
Say‑on‑Pay Results
| Year | For | Against | Abstain | For (%) |
|---|---|---|---|---|
| 2023 (voted at 2024 meeting) | 1,408,997 | 43,730 | 14,121 | 96.1% |
| 2022 (voted at 2023 meeting) | 1,866,997 | 24,059 | 24,803 | 97.4% |
Citations: 2024 proxy reported 2023 vote results ; 2025 proxy reported 2024 vote results .
RED FLAGS to watch:
- Any emergence of related‑party transactions involving Fullsteam or affiliates; ensure Audit Committee review, disclosure, and director recusal .
- Changes that increase guaranteed director pay or introduce equity grants near the $100k cap without clear rationale could weaken alignment .
- Pledging or hedging of company stock by directors (prohibited hedging; pledging not noted for Lawler) should remain absent to preserve alignment .