Sandra J. Spencer
About Sandra J. Spencer
Sandra J. Spencer (age 65) is a non-employee director of Auburn National Bancorporation, Inc. (AUBN), elected effective March 29, 2024; she retired from Auburn University where she served as Director for the Alabama 4‑H Youth Development and Conference Center from 2000 to 2014 and brings 25+ years of hospitality industry experience and local philanthropic engagement (e.g., Chapter A, P.E.O.).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Auburn University | Director, Alabama 4‑H Youth Development and Conference Center | 2000–2014 | Operational leadership; hospitality and facility management expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chapter A, P.E.O. (philanthropy) | Member/supporter (education and advancement of women) | Not disclosed | Community engagement and philanthropic focus |
Board Governance
- Committee assignments: no Company-level committee in 2025; at the Bank level, Spencer serves on the Loan Committee, Operations Committee, and Asset/Liability Committee (ALCO).
- Board independence and structure: After March 2024 appointments, eight directors were determined independent under Nasdaq standards; Anne M. May is Lead Independent Director and independent directors meet at least semi-annually in executive session.
- Attendance and engagement: The Company’s Board met 12 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings, and all directors attended the 2024 Annual Meeting.
- Bank-level risk oversight: Board committees at the Bank (Loan, ALCO, IT/IS Steering, Operations/BSA) monitor credit, liquidity, interest rate, AML/sanctions, compliance, operational, reputational, and cybersecurity risks.
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Board meeting fee – Chairman | $2,000 per meeting | $2,200 per meeting | Paid once when Company and Bank meet same day |
| Board meeting fee – Director | $1,000 per meeting | $1,100 per meeting | Paid once when Company and Bank meet same day |
| Monthly retainer – Chairman | $600/month | $600/month | Adopted effective Jan 2024 |
| Monthly retainer – Director | $300/month | $300/month | Adopted effective Jan 2024 |
| Company Audit/Comp Committee member fee | $250 per meeting | $250 per meeting | Committee Chairs: $500 per meeting |
| Bank Loan/ALCO/IT-IS Committee member fee | $250 per meeting | $250 per meeting | Committee Chairs: $500 per meeting |
| Bonus | No director bonuses | N/A | Bonuses eliminated; none paid for 2024 performance |
| Aggregate director fees (all directors) | ~$275,900 (2024) | N/A | Company and Bank combined |
| Director | Fees Earned or Paid in Cash (2024) | Non-Equity Incentive Compensation (2024) | Total (2024) |
|---|---|---|---|
| Sandra J. Spencer | $13,700 | $0 | $13,700 |
Performance Compensation
| Metric | 2024 Director Grants | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None granted to directors | “The Company did not grant any equity or non-equity incentive plan awards in 2024.” |
| Non-equity incentive awards | None | No stock options exercised or awards vested in 2024 |
| Equity plan availability | 2024 Equity & Incentive Plan approved | Plan authorizes RSUs/PSUs/options/SARs/cash awards; non-employee director annual comp cap $100,000 (grant-date value) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Spencer |
| Private/non-profit boards | Philanthropic involvement disclosed (P.E.O.); no other boards specified |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- 25+ years in hospitality and facility operations; retired Auburn University leader (Director, Alabama 4‑H Center).
- Local community knowledge and philanthropic engagement (Chapter A, P.E.O.).
- Bank-level committee experience tied to credit, operations, and ALCO risk oversight.
Equity Ownership
| Holding Type | Shares | Notes |
|---|---|---|
| Personal Representative – Estate of Edward L. Spencer, Jr. | 666,825 | Sole Personal Representative |
| Trustee – E.L. Spencer, Jr. 2008 Irrevocable Trust | 47,882 | Sole trustee |
| Personal Representative – Estate of Ruth Spencer | 17,000 | Disclaims beneficial ownership of 11,333 shares ultimately to be distributed to brothers |
| Individual ownership | 10,272 | Direct |
| Spencer LLC (1/3 membership interest) | 1,320 | Disclaims beneficial ownership of 2,640 shares held by other members |
| Husband’s shares | 79 | May be deemed shared voting/dispositive power |
| Excluded – Edward L. Spencer Foundation | 16,362 | One of three directors; disclaims any economic interest |
| Total beneficial ownership | 743,378 | 21.28% of outstanding shares |
Governance Assessment
- Ownership alignment: Spencer beneficially owns ~21.28% of AUBN, providing strong economic alignment but also significant influence; holdings span estate, trust, individual, LLC, and spouse allocations.
- Independence and board balance: Majority independent board with formal Lead Independent Director and executive sessions; Spencer is a non-employee director with Bank-level committee service.
- Attendance: Met minimum engagement threshold—Board held 12 meetings in 2024 with all directors at least 75% attendance; all directors attended the 2024 Annual Meeting.
- Director pay structure: Modest cash retainer plus meeting fees; no director bonuses in 2024 and no equity grants to directors in 2024; Spencer’s 2024 director fees totaled $13,700.
- Say-on-pay signals: 2024 say‑on‑pay approval was 96.1% (For 1,408,997; Against 43,730; Abstain 14,121), indicating strong shareholder support for compensation practices; 2025 say‑on‑pay also approved (For 1,429,238; Against 42,206; Abstain 16,242).
- Related-party transactions/Reg O: Company reports no director/executive/≥5% owner transactions >$120,000 for 2024 or 2023; loans to insiders subject to Reg O terms, reviewed by Audit Committee per charter.
- RED FLAGS:
- Concentrated ownership: Spencer’s >20% stake may present potential influence concerns and require robust independent oversight and recusal protocols on conflicted matters.
- Complex beneficial structure: Estate/trust/LLC holdings require diligent monitoring of voting/dispositive control dynamics; however, no pledging disclosed for Spencer (contrast: Andrus pledged 3,292 shares).
Notes on Committee Work (Company vs Bank)
| Level | Committee | Role | Notes |
|---|---|---|---|
| Company | None in 2025 | N/A | Not currently assigned at Company level |
| Bank | Loan Committee | Member | Credit oversight |
| Bank | Operations Committee | Member | Operational/compliance/BSA |
| Bank | Asset/Liability Committee (ALCO) | Member | Liquidity/interest-rate risk |
Shareholder Voting Context
| Item | 2024 Result | 2025 Result |
|---|---|---|
| Director elections | All 11 nominees elected | All 11 nominees elected |
| Say-on-pay | Approved (96.1% For) | Approved (vote counts provided) |
| Say-on-frequency | N/A | Shareholders recommended annual frequency (One Year 1,442,584) |
| 2024 Equity & Incentive Plan | Approved | N/A in 2025 |
Overall, Spencer’s large beneficial stake aligns interests with shareholders but elevates influence risk; the board’s majority independence, lead independent structure, executive sessions, and Bank-level committee coverage mitigate governance risk, while transparent disclosure of related-party matters and Reg O controls further supports investor confidence.