William F. Ham, Jr.
About William F. Ham, Jr.
Independent director of Auburn National Bancorporation, Inc. since 2004; age 71. Former Mayor of the City of Auburn (1998–2018) and owner of Varsity Enterprises (coin laundry services) since 1977, bringing community insight and business-building experience to the board. Independence is affirmed via Audit Committee membership (all members are independent under Nasdaq rules) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Auburn | Mayor | 1998–2018 | Civic leadership; community engagement |
| Varsity Enterprises | Owner | 1977–present | Entrepreneur; local business perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in proxy . |
Board Governance
- Committee assignments: Audit Committee member; not a chair. Audit Committee held 16 meetings in 2024; all members are independent and meet SEC/Nasdaq criteria .
- Attendance: The Board met 12 times in 2024; all directors attended at least 75% of aggregate meetings; all directors attended the 2024 Annual Meeting of Shareholders .
- Lead Independent Director: Anne M. May; independent directors meet at least semi-annually in executive session .
- Election/Shareholder support: Re-elected May 13, 2025 with 1,456,139 votes for, 31,548 withheld, and 1,124,499 broker non-votes .
Fixed Compensation
| Component | Structure | Amounts | Notes |
|---|---|---|---|
| Board meeting fees (2025) | Cash per meeting | Director $1,100; Chairman $2,200 | Paid once when Company and Bank boards meet same day |
| Committee meeting fees | Cash per meeting | Member $250; Chair $500 (Company & Bank committees) | Applies to Audit & Compensation (Company/Bank), Loan, ALCO, IT/IS (Bank) |
| Monthly retainer (effective Jan 2024) | Cash retainer | Director $300/month; Chairman $600/month | Added; director year-end cash bonuses eliminated |
| Equity grants (2024) | — | None | No equity or non-equity plan awards granted in 2024 |
| William F. Ham, Jr. – Fees Earned (2024) | Total cash | $25,100 | From director compensation table |
Performance Compensation
| Metric | Terms | 2024 Status |
|---|---|---|
| Equity-based awards (RSUs/PSUs/Options) | Grants, vesting, performance metrics | None granted; no options exercised or stock awards vested |
| Non-equity incentive plan | Performance cash | None for directors; director year-end bonuses eliminated for 2024 performance |
| Clawbacks | Erroneously Awarded Executive Incentive-Based Compensation Recovery Policy | Applies to executives; not a director pay element |
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Interlocks/Conflicts | No transactions involving directors/officers (or 5% owners) exceeding $120,000 in 2024/2023; related-party lending follows Regulation O; Audit Committee reviews and approves related-party transactions . |
Expertise & Qualifications
- Community leadership and business-building experience as former mayor and entrepreneur .
- Governance and risk oversight via Audit Committee membership and Audit Committee Report signatory .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 4,770 | 5,037 |
| Percent of class | <1% | <1% |
| Spousal holdings included | 300 shares held by spouse included | 300 shares held by spouse included |
| Pledged shares | 2,532 pledged in 2021 (historical) | No pledge noted in 2025 table |
RED FLAGS
- Historical pledging of 2,532 shares (2021) as collateral for a loan; no pledge disclosure in 2025 ownership table, suggesting resolution but merits ongoing monitoring .
Governance Assessment
- Strengths: Independent director; active Audit Committee member; clean Section 16 compliance in 2024; solid shareholder support for board slate and say-on-pay; robust board/committee cadence .
- Risks/Conflicts: No material related-party transactions reported; ordinary-course insider lending policies and Regulation O oversight in place; prior share pledge noted (historical) .
- Shareholder feedback: Say-on-pay support strong—96.1% approval in 2024; 2025 vote approved with disclosed tallies; annual frequency supported .
| Say-on-Pay Outcome | 2024 | 2025 |
|---|---|---|
| For | 1,408,997 (96.1%) | 1,429,238 |
| Against | 43,730 (3.0%) | 42,206 |
| Abstain | 14,121 (0.9%) | 16,242 |
| Broker Non-Votes | — | 1,124,499 |
| Frequency Vote | — | Annual preferred: 1,442,584 votes |
- Board structure changes: Independent Directors, Property, and Strategic Planning Committees dissolved at the beginning of 2025 to streamline focus; executive sessions maintained; lead independent director designated .
Overall, Ham’s independence, Audit Committee service, attendance expectations, and ownership alignment (no current pledging noted; modest shareholdings) are supportive of investor confidence. Historical pledging warrants periodic review, but current disclosures show no material related-party exposures or pay anomalies .