Robert W. Dumas
About Robert W. Dumas
Robert W. Dumas is Chairman of the Board of Auburn National Bancorporation, Inc. (AUBN) and AuburnBank, serving as Chairman since January 2020. He is 71 years old, has been a director of the Company since 2001 and of the Bank since 1997, and previously served as President and CEO of the Company (2017–2022) and of the Bank (2001–2022). He has 46 years of experience in the banking industry and has been employed by AuburnBank since 1984 . The Board identifies eight independent directors and notes Mr. Dumas as an inside director (alongside the CEO) following succession changes; Anne M. May is Lead Independent Director and independent directors meet in executive session at least semi-annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Auburn National Bancorporation, Inc. (Company) | Chairman of the Board | Jan 2020–present | Board leadership and executive committee chair |
| Auburn National Bancorporation, Inc. (Company) | President & CEO | 2017–Dec 31, 2022 | Led succession to current CEO; long-tenured leadership |
| AuburnBank (Bank) | President & CEO | 2001–Dec 31, 2022 | Oversaw bank operations and strategy |
| Auburn National Bancorporation, Inc. (Company) | Vice Chairman | 2013–Jan 2020 | Senior board leadership prior to Chair role |
| AuburnBank (Bank) | President & Chief Lending Officer | 1998–2001 | Commercial lending leadership |
| AuburnBank (Bank) | Employee | 1984–present | 46 years in banking; director of Bank since 1997 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| East Alabama Medical Center | Director | Not specified | Current directorship |
| Auburn University Board of Trustees | Trustee/Director | Not specified | Higher-education governance |
| Auburn Research and Technology Board | Director | Not specified | Technology and research governance |
| Alabama Bankers Association | Board of Directors; past President & Chairman | Not specified | Industry leadership and advocacy |
| Federal Reserve Bank of Atlanta | Board of Directors | Not specified | Regional Federal Reserve governance (served) |
| Auburn University Business Advisory Council | Member | Not specified | Business advisory engagement |
Board Governance
- Independence: The Board states eight directors are independent; Mr. Dumas is an inside director (the CEO is the other inside director). Anne M. May is formally identified as Lead Independent Director, and independent directors meet at least semi-annually in executive session .
- Committee assignments: Mr. Dumas chairs the Executive Committee (Executive Committee “✓ (C)” for Dumas) and serves in board leadership; he is not listed as chair of Audit, Compensation, or Nominating & Corporate Governance at the Company level .
- Attendance: The Company’s Board met 12 times in 2024, and all directors attended at least 75% of the aggregate board and committee meetings; all directors attended the 2024 Annual Meeting of Shareholders .
- Risk oversight: Audit Committee oversees financial reporting and compliance; Compensation Committee evaluates risks in compensation programs; Nominating & Corporate Governance shapes governance policies. Directors also serve on key Bank committees (Loan, ALCO, IT/IS, BSA) for risk management .
| Board Attendance Metrics | 2024 |
|---|---|
| Board meetings held | 12 |
| Minimum attendance threshold (all directors) | ≥75% |
Fixed Compensation
- Structure and changes:
- Monthly retainer adopted January 2024: $600/month for Chairman; $300/month for directors .
- Per-meeting fees (2024): $2,000 for Chairman; $1,000 for directors; increased to $2,200 and $1,100, respectively, for 2025 .
- Committee fees (Company and Bank Audit/Comp): $250 per member per meeting; $500 per chair per meeting; similar fees for Bank Loan, ALCO, IT/IS Steering .
- Director year-end bonuses eliminated effective 2024 .
| Component | 2024 | 2025 |
|---|---|---|
| Chairman monthly retainer (cash) | $600/month | $600/month |
| Director monthly retainer (cash) | $300/month | $300/month |
| Board meeting fee (Chairman) | $2,000 | $2,200 |
| Board meeting fee (Director) | $1,000 | $1,100 |
| Committee meeting fee (member) | $250 | $250 |
| Committee chair fee (per meeting) | $500 | $500 |
| Director bonuses | Eliminated | Eliminated |
| Director Cash Compensation (Individual) | 2024 |
|---|---|
| Robert W. Dumas – Fees earned/paid in cash | $41,200 |
Performance Compensation
- The Company did not grant any equity or non-equity incentive plan awards to directors in 2024; no stock options were exercised or stock awards vested in 2024 .
- Clawback policy exists (Erroneously Awarded Executive Incentive-Based Compensation Recovery) administered by the Compensation Committee with Audit Committee coordination, but director pay is primarily fixed cash with no performance-based components disclosed for 2024 .
| Component | 2024 | Details |
|---|---|---|
| Equity awards (RSUs/PSUs) | None | No grants disclosed |
| Option awards | None | No exercises or vesting |
| Non-equity incentive plan awards (director) | None | Director bonuses eliminated |
Other Directorships & Interlocks
| Organization | Role | Potential Interlock/Conflict Note |
|---|---|---|
| East Alabama Medical Center | Director | Routine transactions with directors and affiliates occur on market terms; no >$120,000 related-party transactions in 2024/2023 |
| Auburn University Board of Trustees | Trustee/Director | Academic governance; no related-party exposure disclosed |
| Auburn Research and Technology Board | Director | Technology governance; no related-party exposure disclosed |
| Alabama Bankers Association | Board; past President & Chairman | Industry leadership; not a public company interlock |
| Federal Reserve Bank of Atlanta | Board of Directors (served) | Regulatory system governance; not a public company interlock |
Expertise & Qualifications
- 46 years in banking with extensive leadership experience as President/CEO and Chairman, providing deep operational, lending, and strategic expertise .
- Governance experience across civic, academic, and industry boards (Auburn University trustees, Alabama Bankers Association, Federal Reserve Bank of Atlanta) .
- Not designated as an Audit Committee financial expert (Alderman and Andrus are the identified audit financial experts) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 43,710 |
| Ownership as % of class | 1.25% |
| Shares outstanding (Record Date: Mar 17, 2025) | 3,493,699 |
| Pledged shares (Dumas) | None disclosed via footnotes; pledge noted for another director, not for Dumas |
| Options (director-level) | No director equity grants or option exercises in 2024 |
Insider Trades
| Item | 2024 |
|---|---|
| Section 16(a) compliance | Company believes all filing requirements for executive officers, directors, and >10% holders were complied with; no delinquent filings reported |
Related-Party Transactions & Conflicts
| Policy/Disclosure | Detail |
|---|---|
| Regulation O loans | Insider loans must be on substantially the same terms and underwriting standards as comparable third-party loans; reviewed per Audit Committee Charter |
| Related-party transactions | Audit Committee reviews and approves; none involving directors/executives/>5% owners exceeded $120,000 in 2024 or 2023 |
| Pledging | Footnote disclosure indicates pledge by Terry W. Andrus; no pledge footnote for Dumas |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay (prior year) | 96.1% For; 3.0% Against; 0.9% Abstain (total votes 1,466,848) |
| Say-on-Frequency (Board recommendation) | Annual advisory vote recommended |
Governance Assessment
-
Strengths:
- Deep banking and local-market expertise with long-standing leadership continuity; significant personal share ownership (1.25% of outstanding) aligns interests with shareholders .
- Clear governance structures: Lead Independent Director, regular executive sessions of independent directors, active Audit/Comp/NomGov committees, and clawback policy in place .
- Director compensation is modest, primarily fixed cash with eliminated bonuses and no equity grants in 2024, reducing pay-for-performance controversies for directors .
-
Watch items / potential investor confidence considerations:
- Inside director status as Board Chairman (and chair of the Executive Committee) may dampen perceived board independence; continuous monitoring of independent director oversight and executive sessions is prudent .
- Routine related-party customer relationships exist; while governed by Regulation O and Audit Committee oversight and with no >$120k transactions in 2024/2023, ongoing transparency remains important .
- Not designated as an Audit Committee financial expert (others are), so financial oversight relies on committee composition rather than Mr. Dumas’s individual designation .
-
Overall: Governance frameworks and attendance appear sound, compensation for directors is conservative, and beneficial ownership suggests alignment; independence optics require balancing with strong lead independent oversight and robust committee activity .