Independent
Tenure on this board
5.7 yrs
4 nominees · 3 ballot items.
Elect four directors for three-year terms; approve, on a non-binding advisory basis, the 2025 named executive officer compensation (Say-On-Pay); and ratify Crowe LLP as the independent registered public accounting firm for 2026.
Elect four directors (Richard E. Forrestel Jr., Stephen M. Lounsberry III, Anders M. Tomson and G. Thomas Tranter Jr.) to three-year terms expiring in 2029.
Advisory (non-binding) vote to approve the Corporation’s 2025 named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Corporation’s 2025 named executive officer (NEO) compensation as disclosed in the proxy materials, encompassing the Compensation Discussion and Analysis, compensation tables and related narrative. Management seeks shareholder endorsement to validate its compensation philosophy and practices—designed to attract, retain and motivate executives through a mix of base salary, discretionary cash bonuses and restricted stock awards that aim to align pay with both short-term results and long-term shareholder value. The Compensation Committee emphasizes market competitiveness using a peer group benchmark, discretionary review of individual and corporate performance, and a balance between cash and equity incentives; the Board points to prior strong shareholder support (approximately 96.4% in 2025) and limited changes following a comprehensive market review as reasons to maintain the program. Company-specific design features include multi-year restricted stock vesting (generally five years for most NEOs, with a one-year vesting for the CEO’s award) and change-in-control arrangements (double-trigger severance, with a 2.99x multiplier for the CEO and 2.0x for other NEOs) that the Board contends support retention while protecting against opportunistic departures. The Compensation Committee retains discretion over incentive payments (rather than rigid formulas), which it argues permits appropriate judgment for events outside management's control and incorporation of qualitative performance factors; the Board also points to risk oversight processes—CRO review and Compensation Committee assessments—to mitigate incentives for imprudent risk-taking. As a non-binding vote, Say-On-Pay functions primarily as shareholder feedback; a FOR vote signals approval of the overall compensation approach and governance of pay, while an AGAINST vote would indicate material investor concerns. Potential areas for shareholder scrutiny include the CEO’s accelerated one-year vesting relative to peers and the generous CIC severance multiple for the CEO, which could be seen as costly if triggered; however, the company frames these features as retention tools calibrated to the institution’s size and succession needs. Overall, the Board recommends FOR because it believes the mix of pay components, oversight mechanisms, and peer benchmarking create appropriate alignment with shareholder interests and prudent risk controls within the bank regulatory context.
Ratify the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CHEMUNG CANAL TRUST CO | 5.94% | 286,152 | $15M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.59% | 173,244 | $9M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.57% | 171,934 | $9M |
| 4 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.27% | 157,633 | $8M |
| 5 | BlackRock, Inc. | 2.94% | 141,560 | $8M |
| 6 | PL Capital Advisors, LLC | 2.27% | 109,336 | $6M |
| 7 | BlackRock, Inc. | 2.13% | 102,422 | $6M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 1.63% | 78,421 | $4M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.59% | 76,871 | $4M |
| 10 | BlackRock, Inc. | 1.46% | 70,507 | $4M |
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