TERRY W. ANDRUS - Corporate Board Profile

AUBURN NATIONAL BANCORPORATION, INC

Filing Date	Source Excerpt
2007-04-09	Director of the Bank since 1991; President and Chief Executive Officer of the East Alabama Medical Center since 1984; Director of Blue Cross/Blue Shield of Alabama. Mr. Andrus is 55.
2008-04-11	Director of the Bank since 1991; President and Chief Executive Officer of the East Alabama Medical Center since 1984; Director of Blue Cross/Blue Shield of Alabama. Mr. Andrus is 56.
2009-04-10	Terry W. Andrus Director of the Bank since 1991; President and Chief Executive Officer of the East Alabama Medical Center since 1984; Director of Blue Cross/Blue Shield of Alabama. Mr. Andrus is 57. Committees: Audit and Compliance Committee: Terry W. Andrus, David E. Housel and William F. Ham, Jr. Compensation Committee: Anne M. May, Emil F. Wright, Jr. and Terry W. Andrus Proxy Committee: E. L. Spencer, Jr., Emil F. Wright, Jr., and Terry W. Andrus Nominating and Corporate Governance Committee: Anne M. May, Emil F. Wright, Jr., J. Tutt Barrett and Terry W. Andrus Strategic Planning Committee: E.L. Spencer, Jr., Anne M. May, Robert W. Dumas, Terry W. Andrus, C. Wayne Alderman and David E. Housel 2008 DIRECTOR COMPENSATION TABLE Terry W. Andrus Fees Earned or Paid in Cash: 15,850 All Other Compensation: 3,864 Total: 19,714
2010-04-09	Mr. Andrus is 58. Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital. He also possesses vast banking knowledge through his service as a director of the Bank since 1991. The Compensation Committee is composed of Mr. Andrus, Mr. Barrett, Ms. May and Mr. Wright, all of whom are independent directors as defined in Nasdaq Listing Rule 5605(a)(2). The Audit and Compliance Committee is composed of Terry W. Andrus, David E. Housel, J. Tutt Barrett and William F. Ham, Jr., all of whom are independent directors, as defined in Nasdaq Listing Rule 5605(a)(2). The Nominating and Corporate Governance Committee is composed of Anne M. May, Emil F. Wright, Jr., J. Tutt Barrett and Terry W. Andrus, all of whom are independent directors as defined in Nasdaq Listing Rule 5605(a)(2). The Proxy Committee is authorized to act on behalf of Company shareholders when authorized by Proxy. E. L. Spencer, Jr., Emil F. Wright, Jr., and Terry W. Andrus constitute the current members of this committee. The Strategic Planning Committee evaluates potential acquisitions and the Company’s long range goals and oversees the process for the officers’ and directors’ strategic planning sessions. E.L. Spencer, Jr., Anne M. May, Robert W. Dumas, Terry W. Andrus, C. Wayne Alderman and David E. Housel constitute the current members of this committee. Compensation Table: Terry W. Andrus Fees Earned or Paid in Cash $13,550 All Other Compensation $3,864 Total $17,414.
2011-04-08	Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital. He also possesses vast banking knowledge through his service as a director of the Bank since 1991.
2012-04-06	Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital. He also possesses vast banking knowledge through his service as a director of the Bank since 1991.
2013-04-12	Mr. Andrus is 61. Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital. Mr. Andrus currently serves as Chairman of the Alabama Hospital Association. He also possesses vast banking knowledge through his service as a director of the Bank since 1991. The Audit and Compliance Committee is composed of Terry W. Andrus, C. Wayne Alderman, David E. Housel, J. Tutt Barrett and William F. Ham, Jr., all of whom are independent directors, as defined in the Nasdaq listing standards, and meet the independence criteria set forth in SEC Rule 10A-3(b)(1). The Compensation Committee is authorized to review, recommend and approve the compensation of the Chief Executive Officer, other executive officers and other key employees of the Company and the Bank; to evaluate the Company's incentive compensation plans, including any equity compensation plans; and to select, interview and make hiring recommendations to the Board for the Chief Executive Officer position. Anne M. May, J. Tutt Barrett, and Terry W. Andrus, all of whom are independent directors as defined in the Nasdaq listing standards, constitute the current members of this committee. The Nominating and Corporate Governance Committee is composed of Anne M. May, J. Tutt Barrett and Terry W. Andrus, all of whom are independent directors as defined in the Nasdaq listing standards. The Strategic Planning Committee evaluates potential acquisitions and the Company's long range goals and oversees the process and risk assessment used for the officers' and directors' strategic planning sessions. E. L. Spencer, Jr., Anne M. May, Robert W. Dumas, Terry W. Andrus, C. Wayne Alderman and David E. Housel constitute the current members of this committee. The Proxy Committee is authorized to act on behalf of Company shareholders when authorized by Proxy. E. L. Spencer, Jr. and Terry W. Andrus constitute the current members of this committee. The following table provides information concerning the compensation of the Company's non-employee directors for 2012. Compensation paid to E. L. Spencer, Jr. and Robert W. Dumas for their service as directors is reported in the Summary Compensation Table on page 18. Compensation paid to Terry W. Andrus was $20,848.
2014-04-11	Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital. Mr. Andrus currently serves as Chairman of the Alabama Hospital Association. He also possesses vast banking knowledge through his service as a director of the Bank since 1991. The Audit and Compliance Committee is composed of Terry W. Andrus, C. Wayne Alderman, David E. Housel, J. Tutt Barrett and William F. Ham, Jr., all of whom are independent directors, as defined in the Nasdaq listing standards, and meet the independence criteria set forth in SEC Rule 10A-3(b)(1). The Audit Committee has the responsibilities set forth in the Audit Committee Charter, including reviewing the Company's financial statements, evaluating internal accounting controls, reviewing reports of regulatory authorities and determining that all audits and examinations required by law are performed. The Audit Committee appoints independent auditors, reviews and approves their audit plan and reviews with the independent auditors the results of the audit and management's response thereto. The Audit Committee also reviews the adequacy of the internal audit budget and personnel, the internal audit plan and schedule, and results of audits performed by the internal audit staff. The Audit Committee is responsible for overseeing the entire audit function and appraising the effectiveness of internal and external audit efforts. This committee held 15 meetings in 2013. The Compensation Committee is authorized to review, recommend and approve the compensation of the Chief Executive Officer, other executive officers and other key employees of the Company and the Bank; to evaluate the Company's incentive compensation plans, including any equity compensation plans; and to select, interview and make hiring recommendations to the Board for the Chief Executive Officer position. In addition, the Committee approves changes to any Company personnel policy manuals or handbooks, and annually evaluates director compensation. Anne M. May, J. Tutt Barrett, and Terry W. Andrus, all of whom are independent directors as defined in the Nasdaq listing standards, constitute the current members of this committee. This committee held ten meetings in 2013. The Nominating and Corporate Governance Committee is composed of Anne M. May, J. Tutt Barrett and Terry W. Andrus, all of whom are independent directors as defined in the Nasdaq listing standards. The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to become members of the Company's Board of Directors and recommend to the Board the director nominees for the next annual meeting of shareholders. This committee also takes a leadership role in shaping corporate governance policies and practices of the Company. The responsibilities and duties of the Nominating and Corporate Governance Committee are more fully set out in the Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee held one meeting in 2013. The Strategic Planning Committee evaluates potential acquisitions and the Company's long range goals and oversees the process and risk assessment used for the officers' and directors' strategic planning sessions. E. L. Spencer, Jr., Anne M. May, Robert W. Dumas, Terry W. Andrus, C. Wayne Alderman and David E. Housel constitute the current members of this committee. This committee held 3 meetings in 2013. The Proxy Committee is authorized to act on behalf of Company shareholders when authorized by Proxy. E. L. Spencer, Jr. and Terry W. Andrus constitute the current members of this committee. This committee held one meeting during 2013. The following table provides information concerning the compensation of the Company's non-employee directors for 2013. Compensation paid to E. L. Spencer, Jr. and Robert W. Dumas for their service as directors is reported in the Summary Compensation Table on page 18. The following table provides information concerning the compensation of the Company's non-employee directors for 2013. Compensation paid to E. L. Spencer, Jr. and Robert W. Dumas for their service as directors is reported in the Summary Compensation Table on page 18.
2015-04-10	Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital and has held numerous other positions in professional leadership, including his service as Chairman of the Alabama Hospital Association. He also possesses vast banking knowledge through his service as a director of the Bank since 1991.
2016-04-08	Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital. Mr. Andrus served as Chairman of the Alabama Hospital Association. He also possesses vast banking knowledge through his service as a director of the Bank since 1991.
2017-04-07	Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. He also possesses banking knowledge through his service as a director of the Bank since 1991.
2018-04-06	Mr. Andrus is 66. Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his service as the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. In 2017, the Chairman received $2,000 and each director received $1,000, respectively, for each Board meeting attended, which will be the same for 2018. Members of the Audit Committee and the Compensation Committee receive an additional fee of $250 for each committee meeting, while each Chairman of these committees receives $500 per meeting. The following table provides information concerning the compensation of the Company's non-employee directors for 2017. Terry W. Andrus: $24,400.
2019-04-12	Mr. Andrus is 67. Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his past service as the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. He possesses banking knowledge through his service as a director of the Bank since 1991. ... The following table provides information concerning the compensation of the Company's non-employee directors for 2018. ... Terry W. Andrus Fees Earned or Paid in Cash: $16,750, Non-equity Incentive Plan Compensation: $3,650, Total: $20,400.
2020-04-17	Mr. Andrus brings executive decision-making, financial expertise, and business-building skills from his past service as the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. He possesses banking knowledge through his service as a director of the Bank since 1991. ... In 2019, the Chairman received $2,000 and each director received $1,000, respectively, for each Board meeting attended, which will be the same for 2020. ... The following table provides information concerning the compensation of the Company's non-employee directors for 2019. ... Terry W. Andrus Fees Earned or Paid in Cash $18,500, Non-equity Incentive Plan Compensation $3,650, Total $22,150.
2021-04-01	Mr. Andrus is 69. Mr. Andrus has executive decision-making, financial expertise, and business-building skills from his past service as the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. He possesses banking knowledge through his service as a director of the Bank since 1991. The following table provides information concerning the compensation of the Company's non-employee directors for 2020. Name: Terry W. Andrus, Fees Earned or Paid in Cash: $20,000, Non-equity Incentive Plan Compensation: $3,650, Total: $23,650.
2022-03-30	Mr. Andrus is 70. Mr. Andrus has executive decision-making, financial expertise, and business-building skills from his past service as the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. He possesses banking knowledge through his service as a director of the Bank since 1991. In 2021, the Chairman received $2,000 and each director received $1,000, respectively, for each Board meeting attended, which will be the same for 2022. Members of the Audit Committee and the Compensation Committee of the Company, which also serve as the members of the Audit Committee and the Compensation Committee of the Bank, respectively, receive an additional fee of $250 for each committee meeting, while each Chairman of these committees receives $500 per meeting. In 2021, aggregate fees paid to Company and Bank directors, including cash bonuses, totaled approximately $244,250. The following table provides information concerning the compensation of the Company's non-employee directors for 2021. Compensation paid to Robert W. Dumas for his service as director is reported in the Summary Compensation Table on page 15. Terry W. Andrus $19,750 Fees Earned or Paid in Cash, $3,650 Non-equity Incentive Plan Compensation, $23,400 Total.
2023-03-29	Mr. Andrus is 71. ... The following table provides information concerning the compensation of the Companys non-employee directors for 2022. ... Terry W. Andrus $18,750 Fees Earned or Paid in Cash, $3,650 Non-equity Incentive Plan Compensation, $22,400 Total.
2024-04-03	Mr. Andrus is 72. Mr. Andrus has executive decision-making, financial expertise, and business-building skills from his past service as the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. He possesses banking knowledge through his service as a director of the Bank since 1991. In 2023, Andrus received $18,750 in fees.
2025-04-03	Terry W. Andrus 1998 Retired President and Chief Executive Officer of the East Alabama Medical Center from 1984 to 2018; Director of Care Network Southeast, Former Director of Blue Cross/Blue Shield of Alabama. Mr. Andrus is 73. Mr. Andrus has executive decision-making, financial expertise, and business-building skills from his past service as the Chief Executive Officer of a regional hospital. Mr. Andrus also has served as Chairman of the Alabama Hospital Association. He possesses banking knowledge through his service as a director of the Bank since 1991. ... In 2024, aggregate fees paid to Company and Bank directors totaled approximately $275,900. The following table provides information concerning the compensation of the Company’s directors for 2024. Name Fees Earned or Paid in Cash Non-equity Incentive Plan Compensation Total Terry W. Andrus $24,100 — $24,100