Shannon S. O’Donnell
About Shannon S. O’Donnell
Shannon S. O’Donnell is Chief Risk Officer (since April 2014) and Senior Vice President of Credit Administration (since 2007) at Auburn National Bancorporation/AuburnBank; she previously served as Vice President of Credit Administration starting in 2001. She is 55 years old . Company-level performance context: cumulative TSR on a $100 investment was $83.66 in 2024, $71.93 in 2023, and $74.01 in 2022, with net income of $6.397M (2024), $1.395M (2023, reflecting balance sheet repositioning losses), and $10.346M (2022) . Shareholders have supported executive pay programs with high say‑on‑pay approval (96.1% in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Auburn National Bancorporation/AuburnBank | Chief Risk Officer | 2014–present | Oversees enterprise risk across credit, liquidity, interest rate, compliance, operational, reputational and IT/cyber risks in board‑level frameworks . |
| Auburn National Bancorporation/AuburnBank | SVP, Credit Administration | 2007–present | Leads credit administration, informing underwriting/portfolio oversight . |
| Auburn National Bancorporation/AuburnBank | VP, Credit Administration | 2001–2007 | Credit administration leadership during prior cycle . |
External Roles
- Not disclosed in company filings reviewed .
Fixed Compensation
- O’Donnell is an executive officer but not a “named executive officer” (NEO) in 2023–2024, so the proxy does not disclose her salary/bonus detail; NEO disclosures cover the CEO and two other executives only .
- For context, AUBN’s NEOs received primarily cash compensation; no equity awards were granted in 2024 or 2023, and there were no outstanding options or unvested stock at 12/31/2024 (NEOs) .
Performance Compensation
- Company introduced the 2024 Equity and Incentive Compensation Plan authorizing multiple award types (RSUs, PSUs, options, SARs, cash incentives) with flexibility for performance objectives and minimum one‑year vesting expectations; awards are subject to clawback and hedging/derivative prohibitions under policy .
- On July 24, 2025 the Compensation Committee granted initial RSUs to the three NEOs (Hedges 550; Walker 431; Smith 421), vesting March 10, 2026; these RSUs include dividend equivalents and double‑trigger CIC protection if assumed, with acceleration if not assumed; they also include restrictive covenants and forfeiture/clawback conditions . O’Donnell was not listed among recipients in this 8‑K .
Detailed incentive design terms (company-level RSU Award Agreement used in 2025):
- Vesting/settlement: single vest date (Mar 10, 2026) with net‑settlement; dividend equivalents accrue as additional RSUs; accelerated on death/disability; pro‑rata on retirement or termination without cause; full acceleration on CIC if not assumed; if assumed, double‑trigger vesting on termination without cause or for good reason within two years .
- Restrictive covenants: confidentiality (during and two years post‑employment), employee and customer non‑solicit for one year post‑employment; no pledge/assignment/transfer of RSUs; subject to Insider Trading Policy (no speculative/derivative transactions) and Section 16 compliance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct beneficial ownership | 1,537 shares reported on Form 4 filed Oct 9, 2025, reflecting DRIP/open market purchases on Oct 8, 2025; continued small periodic purchases over recent years (no sells reported) . |
| Ownership as % of outstanding | ~0.04% (1,537 ÷ 3,493,699 shares outstanding at 3/17/2025) . |
| Trading pattern | Regular small DRIP purchases in 2023–2025; sources indicate only buys, no sells, suggesting low selling pressure . |
| Options/RSUs outstanding | No executive equity awards were outstanding for NEOs as of 12/31/2024; O’Donnell not an NEO and not included in that table . |
| Hedging/pledging | Insider Trading Policy prohibits short‑selling and derivative transactions; RSU awards prohibit pledge/assignment/transfer; the proxy discloses one director (Andrus) has pledged shares as loan collateral (no specific pledging policy ban disclosed) . |
| Ownership guidelines | Not disclosed in the proxy/8‑K materials reviewed -. |
Employment Terms
- Employment agreement/severance: The company discloses it does not have severance or change‑in‑control agreements with any of its named executive officers; no specific agreements for O’Donnell were disclosed .
- Clawback: Awards and incentive compensation are subject to the company’s Erroneously Awarded Executive Incentive‑Based Compensation Recovery Policy (Nasdaq Rule 5608) and may be clawed back on restatements or detrimental activity; compensation committees coordinate recovery determinations .
- Insider trading: Annual policy prohibits speculative/derivative transactions and requires pre‑clearance for 10b5‑1 plans .
- RSU award agreement restrictions (if/when awarded): confidentiality, non‑solicitation of employees/customers, forfeiture for cause, and double‑trigger CIC vesting if assumed (company‑level terms) .
- Officer exculpation: 2025 proposal to amend the Certificate of Incorporation to extend Delaware Section 102(b)(7) exculpation to officers (within statutory limits) was recommended by the Board, potentially reducing personal monetary liability for duty‑of‑care claims in direct shareholder suits; derivative claims and loyalty/bad faith remain excluded .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment based on TSR | $74.01 | $71.93 | $83.66 |
| Net Income ($) | $10,346,000 | $1,395,000 (reflects balance sheet repositioning losses) | $6,397,000 |
- Risk oversight: The Board’s framework emphasizes enterprise risk oversight through Audit, Compensation, and bank‑level committees (Director’s Loan, ALCO, IT/IS Steering, Operations/BSA), aligning with O’Donnell’s CRO remit across credit, liquidity, IRR, AML/sanctions, compliance, operational, reputational, and IT/cyber risks .
- Related‑party transactions: None reported involving directors/officers in 2024–2023 above disclosure thresholds .
- Say‑on‑pay: High support (96.1% “for” in 2024), indicating shareholder acceptance of pay programs .
Compensation Structure Analysis
- Cash‑heavy history shifting toward equity: No equity awards in 2023–2024; introduction of a broad 2024 equity plan and 2025 NEO RSUs suggests an evolution toward equity alignment; whether and how O’Donnell participates is not disclosed .
- Risk controls: Robust clawback policy and insider trading restrictions reduce governance risk around incentives .
- CIC economics: Absent individual severance/CIC agreements for NEOs; RSU award agreement provides acceleration mechanics at the award level (double‑trigger if assumed; full acceleration if not) .
Equity Ownership & Alignment (Detail Table)
| Category | As‑of | Amount |
|---|---|---|
| Shares outstanding (company) | Mar 17, 2025 | 3,493,699 |
| O’Donnell direct shares | Oct 9, 2025 filing (trades 10/8/2025) | 1,537 |
| O’Donnell ownership % | Derived | ~0.04% (1,537/3,493,699) |
| Insider trading pattern | 2023–2025 | Periodic small DRIP/open‑market buys; no reported sells |
Employment Terms (Award‑Level and Policy)
- Severance/CIC agreements (individual): None for NEOs; none disclosed for O’Donnell .
- RSU agreement (if granted): single vest date, dividend equivalents, pro‑rata/acceleration on specified events, restrictive covenants, forfeiture/clawback .
- Insider Trading Policy: prohibits short sales and derivatives; trading plan pre‑approval required .
- Officer exculpation amendment: seeks to extend duty‑of‑care exculpation to officers (within DGCL limits) .
Investment Implications
- Alignment: O’Donnell shows ongoing share accumulation with no selling, but ownership remains modest (~0.04%); combined with robust clawback and anti‑hedging rules, alignment is acceptable though not deeply leveraged to equity value .
- Incentive mix trend: The 2024 equity plan and 2025 NEO RSUs indicate a shift toward equity‑based pay; if extended to O’Donnell, future vesting/covenants/CIC mechanics could influence retention and post‑vesting supply dynamics (2026 vest) .
- Retention risk: With no severance/CIC agreements for NEOs and none disclosed for O’Donnell, retention relies on ongoing compensation/awards and culture; RSU design offers partial protection (double‑trigger CIC if awards are assumed) .
- Governance/liability environment: Proposed officer exculpation reduces personal duty‑of‑care monetary exposure in direct shareholder suits, which can support recruitment/retention of senior officers but may be viewed by some investors as slightly reducing accountability; say‑on‑pay support remains strong .
- Performance backdrop: TSR and earnings rebounded in 2024 from 2023’s balance sheet repositioning losses, aligning with risk leadership priorities; sustained improvement would strengthen pay‑for‑performance narratives as equity awards phase in .