Robert L. Smith
About Robert L. Smith
Senior Vice President and Chief Lending Officer at AuburnBank since April 2014; previously Vice President (Commercial and Consumer Lending) since 2001; age 56 . Company pay-versus-performance disclosures show cumulative TSR value of $83.66 on a hypothetical $100 investment through 12/31/2024 and net income of $6.397 million in 2024, vs. $1.395 million in 2023 (reflecting losses from a December 2023 balance sheet repositioning) and $10.346 million in 2022 . 2024 say‑on‑pay approval was strong at 96.1%, indicating broad shareholder support for the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AuburnBank | Senior Vice President & Chief Lending Officer | April 2014–present | Leadership of lending; executive officer profile |
| AuburnBank | Vice President (Commercial and Consumer Lending) | 2001–2014 | Commercial and consumer lending responsibilities |
External Roles
- Not disclosed in the proxy for Robert L. Smith .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $227,212 | $238,571 |
| Cash Bonus ($) | $34,000 (paid 2024 for 2023) | $34,000 (paid 2025 for 2024) |
| All Other Compensation ($) | $8,996 | $10,205 |
| Total ($) | $270,208 | $282,776 |
All Other Compensation detail (2024):
| Component | Amount ($) |
|---|---|
| Insurance Premiums | $662 |
| Company Contributions to Retirement and 401(k) Plans | $9,543 |
| Director Fees | $0 |
| Total | $10,205 |
Performance Compensation
| Year | Incentive Type | Performance Metrics | Weighting | Target | Actual | Payout ($) | Payout Timing | Vesting |
|---|---|---|---|---|---|---|---|---|
| 2023 | Annual cash bonus | Not disclosed | Not disclosed | Not disclosed | Not disclosed | $34,000 | Paid 2024 | None (cash) |
| 2024 | Annual cash bonus | Not disclosed | Not disclosed | Not disclosed | Not disclosed | $34,000 | Paid 2025 | None (cash) |
Note: The company did not grant any equity or non‑equity plan awards in 2024; no options exercised or stock awards vested in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 389 |
| Ownership % of Outstanding | Less than 1% |
| Shares Outstanding at Record Date | 3,493,699 |
| Shares Pledged as Collateral | None disclosed for Smith (pledging note applies to Mr. Andrus) |
| Options (Exercisable/Unexercisable) | None outstanding at 12/31/2024 |
| Unvested RSUs/PSUs | None outstanding at 12/31/2024 |
| Outstanding Equity Awards (FY‑end) | None for named executive officers |
Employment Terms
| Term | Detail |
|---|---|
| Current Role Tenure | CLO since April 2014; at the Bank since 2001 |
| Appointment/Term | Executive officers appointed annually by the Boards |
| Severance | No severance agreements with named executive officers |
| Change‑of‑Control | No change‑in‑control agreements with named executive officers |
| Clawback | Erroneously Awarded Executive Incentive‑Based Compensation Recovery Policy overseen by Compensation and Audit Committees |
| Pension/Deferred Compensation | No pension or nonqualified deferred compensation offered to named executive officers |
| Section 16 Compliance | Company believes all required Section 16 filings were timely in 2024 |
| Related‑Party Transactions | None involving directors/executives above $120,000 in 2024–2023 |
Investment Implications
- Pay mix is predominantly cash with no outstanding equity awards and minimal share ownership (389 shares, <1%), limiting alignment via equity exposure and reducing near‑term insider selling pressure tied to vesting events .
- Lack of disclosed performance metrics for cash bonuses lowers transparency on pay‑for‑performance alignment; bonuses were paid but the company reported no plan‑based awards in 2024 .
- No severance or change‑in‑control agreements reduce potential transaction‑related cash outflows and eliminate accelerated vesting risk, placing retention emphasis on annual compensation rather than contractual protections .
- Clawback policy provides governance and risk control over incentive compensation; strong say‑on‑pay approval (96.1% in 2024) indicates investor acceptance of the current framework .
- Company‑level performance context: cumulative TSR value of $83.66 through 12/31/2024 and net income variability (2023 depressed due to balance sheet repositioning) frame the backdrop for evaluating incentive design and lending execution under Smith’s tenure .
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