🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Auburn National Bancorporation, Inc. (AUBN). Think of it as the official "voter guide" and information packet sent to shareholders ahead of the company's annual meeting. Its purpose is to give shareholders the details they need to vote on key company decisions.

👉 In simple terms: The company is asking its owners (shareholders) to vote on important matters, and this document explains what those matters are and why the board recommends voting "FOR" them.

The Annual Meeting: Shareholders are invited to meet on May 12, 2026, at 3:00 P.M. at the AuburnBank Center in Auburn, Alabama. The record date for voting was March 23, 2026.

🏢 What The Company Does

Auburn National Bancorporation, Inc. is a bank holding company. Its main business is operating AuburnBank, a community bank based in Auburn, Alabama.

👉 In simple terms: They run a local bank that takes deposits, makes loans (like mortgages and business loans), and provides other financial services to people and businesses in their communities. Their stock trades on the Nasdaq under the symbol AUBN.

🗳️ The Three Big Votes for Shareholders

The board is asking shareholders to vote on three main proposals. Here’s a quick breakdown:

Proposal 1: Elect 12 Directors. Vote to approve the 12 people nominated to guide the company for the next year.
Proposal 2: "Say-on-Pay" Vote. A non-binding vote to approve the compensation packages for the top executives.
Proposal 3: Ratify the Auditor. Approve the appointment of Elliott Davis LLC as the company's independent accounting firm for 2026.

👉 Why it matters: Your vote as a shareholder directly influences the company's leadership and oversight. The board recommends voting "FOR" all three.

👥 Meet the Leadership: Director Nominees

The company lists 12 nominees for the board. Here are a few highlights to show the mix of skills:

Robert W. Dumas (72): Chairman, former CEO. Brings over 47 years of deep banking experience.
David A. Hedges (47): Current President & CEO. Provides executive leadership and financial expertise from his time as CFO.
Walton T. Conn, Jr. (63): Retired Global COO from KPMG. Adds major risk management and corporate governance skills.
Jeffrey J. Evans (56): In real estate & construction. His expertise is key because the bank's loan portfolio is heavily tied to real estate.
Anne M. May (75): Retired accounting partner. Serves as the lead independent director and brings deep financial literacy.

👉 The takeaway: The board is a blend of long-serving community leaders, banking veterans, and recent additions with fresh expertise in areas like risk management and technology.

💰 Executive Compensation ("Say-on-Pay")

This section details how the top bosses are paid. The goal is to attract and keep good leaders.

Named Executive Officers (NEOs):

David A. Hedges (CEO): Total 2025 compensation was $489,645.
Robert L. Smith (Chief Lending Officer): Total 2025 compensation was $317,048.
W. James Walker, IV (CFO): Total 2025 compensation was $314,188.

Their pay includes:

Salary: The fixed base cash pay.
Bonus: Cash incentive awards.
Stock Awards: In 2025, executives received Restricted Stock Units (RSUs). For example, the CEO got 550 RSUs. These vest (turn into actual shares) over time, aligning the executive's interests with long-term shareholder success.
All Other Compensation: Includes insurance premiums and retirement plan contributions.

👉 Why it matters: The "Pay-versus-Performance" chart shows that as the company's financial results (Net Income and Total Shareholder Return) improved from 2023 to 2025, the compensation paid to executives also generally increased. The board believes this pay-for-performance model is working.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Deep Local Roots: The board and management have long ties to their Alabama communities, providing stable leadership.
Experienced Oversight: The board includes former CEOs, audit partners, and risk management experts from major firms like KPMG.
Aligned Compensation: Executive pay is tied to company performance through stock awards and incentives.

⚠️ Risks & Considerations:

Concentrated Ownership: A few individuals and trusts own large blocks of stock. For example, Anne M. May (8.26%) and Sandra J. Spencer (7.39%) are significant shareholders.
Related-Party Transactions: The bank did construction work with a company (J & L Contractors) run by newly-elected director Jeffrey J. Evans. While the bank believes the terms were fair, this is a relationship that requires careful oversight to avoid conflicts of interest.
Economic Sensitivity: As a bank, its performance is highly tied to the health of the local real estate market and interest rate changes.

📇 Key Contacts & People

Robert W. Dumas: Chairman of the Board
David A. Hedges: President & CEO
C. Wayne Alderman: Secretary
Luellen Bishop: Shareholder Relations, [email protected]
Marla Kickliter: Senior VP of Compliance & Internal Audit, (334) 821-9200

Independent Accountant: Elliott Davis LLC

🧠 The Analogy

Think of this proxy statement like the annual report card and voter guide for a school's parent-teacher association. The school (the company) is showing parents (shareholders) who is on the board (the PTA board), how the principal and teachers (executives) are being rewarded, and which accounting firm will audit the school's books. The parents then get to vote on whether they approve of the plan.

🧩 Final Takeaway

This proxy is about governance and accountability. The company is presenting its leadership team, explaining how executives are paid, and asking shareholders to ratify these decisions. The board unanimously recommends voting "FOR" all proposals to maintain continuity and approve the current strategic direction.

AUBURN NATIONAL BANCORPORATION, INC — DEF 14A Filing