Andrew W. Dorn, Jr.
About Andrew W. Dorn, Jr.
Independent director since 2014 (age 74), Dorn chairs the Management Development & Compensation (MD&C) Committee and serves on the Executive and Risk Oversight Committees. He is designated independent and brings deep financial services, risk oversight, M&A, and technology/digital experience; the Board’s skills matrix marks him as a financial expert with broad governance capabilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coal Ash Recycling, LLC | Chair | 2021–present | Leads private enterprise focused on lower-carbon “green” concrete via coal ash reuse |
| Energy Solutions Consortium, LLC | Co-Managing Director | 2015–2021 | Energy project development leadership |
| Moundsville Power LLC | Managing Member | 2012–2015 | Power generation venture leadership |
| Demand Response Partners, Inc. | Chair & CFO | 2008–2015 | Demand-response energy services; finance and governance |
| Hunterview LLC | President & CIO | 2008–2013 | Investment leadership |
| Great Lakes Bancorp (parent of Greater Buffalo Savings Bank) | Led formation; President & CEO | 1997–2008 | Public-company banking leadership, board service |
| Jamestown Savings Bank | Led formation; President & CEO | 1994–1997 | Banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Health Foundation for Western & Central NY | Director | Current | Nonprofit governance |
| The Western New York Foundation | Director | Current | Nonprofit governance |
| Brooks Memorial Hospital; Buffalo Urban League; Chautauqua County Fund for the Arts; D’Youville College; Northern Chautauqua Chamber; United Way of Chautauqua County; others | Prior board roles (various leadership) | Past | Community and nonprofit leadership |
| Great Lakes Bancorp | Director (past public company) | Past | Public company board experience |
Board Governance
- Committee assignments: MD&C Chair; Executive Committee member; Risk Oversight Committee member .
- Independence: Board determined all directors except the CEO are independent; Dorn is listed as independent .
- Attendance: Board met 12 times in 2024; all directors attended >75% of Board and committee meetings; all directors attended last year’s annual meeting .
- Skills: Skills matrix marks Dorn with Financial Expert, Financial Services Industry, Nonprofit Board, Public Board, Risk Oversight, Technology & Digital Innovation, and M&A experience .
- Compensation committee interlocks: None; no insider participation; committee members are independent .
- Shareholder say-on-pay: 88.5% “FOR” at 2024 annual meeting (signal for pay governance under MD&C leadership) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 65,000 | 34,997 (2,001 restricted shares) | — | 99,997 |
Performance Compensation
| Item | Detail |
|---|---|
| Annual director equity grant | 2,001 restricted shares granted June 5, 2024; grant-date fair value $34,997; 50% vests immediately, remaining 50% vests the day prior to the 2025 annual meeting; no dividends on unvested shares |
| Ownership guidelines | Non-employee directors must hold 3× annual cash retainer; all directors met requirements in 2024 |
| Clawback & hedging | Awards under the LTIP are subject to any current clawback policy; pledging and hedging of company stock prohibited |
Other Directorships & Interlocks
| Category | Company | Role | Status |
|---|---|---|---|
| Public company board | Great Lakes Bancorp | Director | Past |
| MD&C interlocks | — | None | Current (no interlocks) |
Expertise & Qualifications
- Education: University at Buffalo (undergraduate); MBA, Canisius College .
- Board financial expert status; extensive finance/accounting/audit oversight capabilities per Board’s elevated “Financial Expert” standard .
- Industry: Community banking CEO experience; energy infrastructure leadership; risk oversight experience .
- Technology & data and M&A exposure per skills matrix .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common) | 36,423 shares |
| Ownership as % of outstanding | 0.181% (36,423 / 20,109,712) |
| Right to acquire within 60 days | None reported |
| Unvested restricted shares at 12/31/2024 | 1,000 shares (each director) |
| Stock options | None held (directors/officers) |
| Pledged or hedged shares | Prohibited by policy |
Governance Assessment
- Strengths
- Independent director with robust committee leadership (MD&C Chair) and risk oversight; strong attendance; broad skills coverage (finance, risk, M&A, tech) .
- Ownership alignment: meaningful personal stake (36,423 shares) and compliance with 3× retainer guideline; anti-hedging/pledging policy enhances alignment .
- No related-party transactions >$120K; insider loans in ordinary course on market terms with no preferential treatment (reduces conflict risk) .
- Shareholder support for executive pay (88.5% “FOR” in 2024) under MD&C oversight signals investor confidence in pay governance .
- Watch items / potential red flags
- MD&C Committee applied “normalizing” adjustments to executive PPNI for 2024 EIP (excluding securities restructuring loss and litigation accrual) and used discretion to adjust payouts; while rationale was documented, repeated discretion can raise pay-for-performance scrutiny for investors; PSUs for executives tied to ROAA/Relative ROAE are projected to 0% payouts due to restructuring impact, which the MD&C will consider in future decisions .
- Director total cash/equity framework is clear; ensure ongoing adherence to updated LTIP limits and minimum vesting terms (equity dilution controls maintained) .
Overall, Dorn’s independence, leadership of the MD&C Committee, and skills breadth support board effectiveness; investors should monitor use of compensation discretion and PSU outcomes as indicators of governance rigor and pay-performance alignment .