Terry W. Andrus
About Terry W. Andrus
Independent director of Auburn National Bancorporation (AUBN) since 1998; age 73 (2025). Former President and CEO of East Alabama Medical Center (1984–2018) with deep healthcare operating experience and financial oversight; designated Audit Committee Financial Expert under SEC rules. Long-serving bank director (Bank board since 1991), providing risk, finance, and governance expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Alabama Medical Center | President & CEO | 1984–2018 | Led a regional hospital; executive decision-making and financial expertise |
| AuburnBank (subsidiary) | Director | Since 1991 | Banking knowledge through long service on Bank board |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Care Network Southeast | Director | Current | Healthcare network governance |
| Blue Cross/Blue Shield of Alabama | Director | Former | Industry perspective; prior board role |
| Alabama Hospital Association | Chairman | Former | Sector leadership credentials |
Board Governance
- Committee assignments and leadership (Company level as of March 17, 2025):
- Audit Committee: Member and Chair (C); designated audit committee financial expert; committee held 16 meetings in 2024
- Compensation Committee: Member
- Nominating & Corporate Governance Committee: Member
- Independence: Audit Committee members (including Andrus) are “independent directors” per Nasdaq and SEC Rule 10A-3(b)(1); meet financial literacy requirements
- Attendance and engagement: Company Board held 12 meetings in 2024; all directors attended at least 75% of board and committee meetings and attended the 2024 Annual Meeting
- Governance context: Independent directors meet in executive session; Anne M. May serves as Lead Independent Director
Fixed Compensation
| Year | Fees Earned or Paid in Cash (Andrus) | Equity Grants to Directors | Director Retainer | Board Meeting Fee | Committee Meeting Fee | Committee Chair Fee |
|---|---|---|---|---|---|---|
| 2024 | $24,100 | None | $300/month per director; $600/month for Chair (effective Jan 2024) | $1,000 (2024); increased to $1,100 for 2025 | $250 per committee meeting (Audit/Comp; Bank committees) | $500 per meeting |
| 2023 | $18,750 | None | Not applicable (retainer began 2024) | $1,000 | $250 per committee meeting | $500 per meeting |
The Company eliminated year-end cash bonuses for directors starting with 2023 performance and adopted the monthly retainer in 2024. No director equity or option awards were granted in 2023–2024.
Performance Compensation
| Feature | Status/Details | Governance Protections |
|---|---|---|
| Director equity grants (RSUs/PSUs/options) | None granted in 2023–2024 | 2024 Equity & Incentive Plan prohibits option/SAR repricing without shareholder approval; director total compensation (cash+equity grants) capped at $100,000 per calendar year |
| Clawbacks | Executive incentive compensation recovery policy administered by Comp Committee; coordinates with Audit Committee on restatements | |
| Hedging/derivatives | Insider Trading Policy prohibits short-selling and transactions in Company derivative securities (options, swaps, etc.) |
Other Directorships & Interlocks
| Relationship | Description | Potential Interlock |
|---|---|---|
| East Alabama Medical Center | Andrus previously served as CEO; AUBN Chairman Robert W. Dumas is currently a Director of EAMC | Shared institutional ties may facilitate information flow; monitor for related-party interactions (none reported exceeding thresholds) |
Expertise & Qualifications
- Audit Committee Financial Expert per SEC rules; strong financial literacy
- Executive leadership in healthcare, strategic planning, and risk management
- Long-standing banking governance and credit/risk oversight via Bank board roles
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Terry W. Andrus | 4,045 | <1% | Includes 3,292 shares pledged as collateral for a loan from the Bank (pledge risk) |
| AUBN total shares outstanding (Record Date) | 3,493,699 | — | Shares outstanding at 3/17/2025 |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| 2023-01-03 | Open market purchase | 65 | $23.94 | |
| 2021-04-01 | Form 4 filed | — | — | |
| 2020-01-21 | Form 4 filed | — | — |
Company policy requires pre-approval for Rule 10b5-1 plans and prohibits speculative trading in Company derivatives.
Governance Assessment
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Strengths:
- Audit Committee leadership and SEC-designated financial expertise; robust audit oversight (16 meetings in 2024)
- Consistent meeting attendance and long tenure provide institutional memory and risk oversight continuity
- Conservative director pay mix (cash-only; no equity grants in 2023–2024), moderated by monthly retainer and per-meeting fees
- Clear prohibitions on hedging and strong clawback governance for executives
-
Risk indicators and potential conflicts:
- Shares pledged as collateral (3,292 of 4,045) — pledging can impair alignment and create forced-sale risk; monitor pledge terms and loan status (Reg O compliance referenced)
- Ordinary-course related-party transactions are possible (directors/customers of the Bank), but Company reports none exceeding $120,000 in 2023–2024 and affirms Audit Committee review and Reg O compliance
- Network ties with EAMC (Dumas director; Andrus former CEO) warrant standard related-party diligence; Company reports no material transactions above disclosure thresholds
-
Overall signal for investor confidence: Board independence and audit rigor are positives; the share pledge is a notable red flag to track. The cash-focused director compensation and lack of equity grants reduce alignment with long-term TSR but also limit pay-risk.