W. James Walker, IV
About W. James Walker, IV
W. James Walker, IV is Senior Vice President and Chief Financial Officer (CFO) of Auburn National Bancorporation, Inc. (AUBN) and AuburnBank, serving since January 1, 2023; he previously served as Senior Vice President and Chief Accounting Officer (CAO) since joining the Company in December 2015 . He is 55 as disclosed in the 2025 proxy . Prior to AUBN, Walker spent a 20-year career at three public accounting firms, including KPMG LLP, focusing on audits of financial services firms . Pay-versus-performance disclosures show cumulative TSR on an initial $100 investment of $83.66 by year-end 2024 and net income of $6.397 million in 2024 versus $1.395 million in 2023 (the latter reflecting losses from a December 2023 balance sheet repositioning) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Auburn National Bancorporation, Inc. / AuburnBank | Senior Vice President & CFO; Principal Financial Officer | Jan 2023–present | Succeeded prior CFO; serves as principal financial officer |
| Auburn National Bancorporation, Inc. / AuburnBank | Senior Vice President & Chief Accounting Officer; Principal Accounting Officer | Dec 2015–Dec 2022 | Principal accounting officer responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP and other public accounting firms | Audit professional focused on financial services | ~20 years | External audit experience in banking/financial services |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $210,968 | $235,000 | $244,400 |
| All Other Compensation ($) | $9,069 | $10,030 | $10,438 |
| Total Compensation ($) | $250,037 | $272,030 | $281,838 |
| All Other – Insurance Premiums ($) | — | $630 | $662 |
| All Other – Company Contributions to Retirement/401(k) ($) | — | $9,400 | $9,776 |
Notes: Executive officers receive cash incentive bonuses (see Performance Compensation). 2024 “All Other” includes insurance premiums and company retirement/401(k) contributions ; 2023 “All Other” breakdown detailed in proxy . The Company did not grant equity or non-equity incentive plan awards in 2024 .
Performance Compensation
| Incentive Type | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Incentive Bonus ($) | $30,000 | $27,000 | $27,000 |
- The Company describes bonuses as “cash incentive awards” paid to executive officers; bonuses earned in 2023 and 2024 were paid in 2024 and 2025, respectively .
- The Company did not grant any equity or non-equity incentive plan awards in 2024; no stock options were exercised or stock awards vested in 2024 .
- Detailed annual performance metrics, weighting, targets, and payout formulas for cash bonuses are not disclosed in the proxies reviewed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 300 shares |
| Percent of Class | * (<1%) |
| Stock Options (Exercisable/Unexercisable) | None outstanding as of 12/31/2024 |
| Unvested RSUs/PSUs | None outstanding as of 12/31/2024 |
| Shares Pledged as Collateral | No pledge disclosure for Walker; pledge noted for another director (Andrus) in table notes |
| Stock Ownership Guidelines | Not disclosed in proxies reviewed |
| Equity Grants in 2024 | None (Company did not grant equity awards in 2024) |
The 2024 Equity and Incentive Compensation Plan authorizing up to 350,000 shares (~10% of 3,493,674 outstanding as of March 18, 2024) was approved by the Board and submitted to shareholders, enabling future use of RSUs/PSUs/options and cash awards to enhance alignment .
Employment Terms
| Term | Disclosure |
|---|---|
| Executive Officer Appointment | Executive officers appointed annually to one-year terms, typically in January |
| Severance Agreements | None for named executive officers |
| Change-in-Control Agreements | None for named executive officers |
| Clawback Policy | “Erroneously Awarded Executive Incentive-Based Compensation Recovery Policy” coordinated by Audit and Compensation Committees in event of restatement |
| Pension Benefits | None offered to named executive officers |
| Nonqualified Deferred Compensation | None offered to named executive officers |
| Related Party Transactions | None reportable under Item 404(a) for Walker at time of appointment |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($000s) | $10,346 | $1,395 | $6,397 |
| TSR – $100 initial investment (End-of-year value, $) | $74.01 | $71.93 | $83.66 |
- 2023 net income reflects losses incurred to reposition the balance sheet in December 2023 .
- TSR values are cumulative on a hypothetical $100 investment at 12/31/2021, including dividend reinvestment .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Approval % |
|---|---|---|---|---|
| 2024 Vote (reported in 2025 proxy) | 1,408,997 | 43,730 | 14,121 | 96.1% |
| 2023 Vote (reported in 2024 proxy) | 1,866,997 | 24,059 | 24,803 | 97.4% |
Investment Implications
- Alignment and ownership: Walker’s beneficial ownership is minimal (300 shares, <1% of class), and AUBN did not grant equity awards in 2023–2024, limiting near-term insider selling pressure but also reducing equity-based alignment; future awards are enabled by the 2024 Equity and Incentive Compensation Plan .
- Pay-for-performance: Compensation is primarily cash (salary plus cash bonus), with no disclosed bonus metric weightings; net income recovered in 2024 after 2023 losses from balance sheet repositioning, while TSR improved in 2024 vs. 2023, suggesting better operating momentum against a largely cash-based incentive framework .
- Retention risk and economics: No severance or change-in-control arrangements for named executive officers and no pension/deferred comp benefits imply modest exit costs for shareholders but may diminish retention incentives relative to peers; clawback policy supports governance discipline .
- Governance and risk: No pledging disclosed for Walker and no related party transactions reportable at appointment; strong say-on-pay support in 2023–2024 reduces governance red flags .
Overall, Walker’s profile indicates conservative governance (clawback, no pledging, high say-on-pay) and cash-centric pay amid limited equity alignment to date; watch for potential introduction of RSUs/PSUs/options under the 2024 Plan as a catalyst for alignment and retention, and monitor Form 4 activity for evolving trading signals once equity grants commence .