CHEMUNG FINANCIAL CORP

For the period ended Jun 3, 2025. Filed Apr 23, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2025 · Filed Apr 23, 2025

CHMG$84.75-0.2%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Potential Payments Table

Name and Principal Position	Type of Payment	Involuntary Termination Without Cause or Voluntary Termination For Good Reason Within One Year of Change in Control(1)(2)(3)	Voluntary Resignation	Retirement	Disability	Death	Involuntary Termination With Cause(1)	Involuntary Termination Without Cause or Voluntary Termination for Good Reason(1)(3)
($) · ($) · ($) · ($) · ($) · ($) · ($)
	Severance	3,439,648	—	—	—	—	—	—
Anders M. Tomson	Restricted Stock(4)	223,208	—	—	—	223,208	—	—
President and CEO	Non-Qualified SERP(5)	1,239,645	1,239,645	1,239,645	1,239,645	1,239,645	—	1,239,645
	Disability	—	—	—	194,487	—	—	—
	Total	4,902,501	1,239,645	1,239,645	1,434,132	1,462,853	—	1,239,645
	Severance	940,400	—	—	—	—	—	—
Dale M. McKim III	Restricted Stock(4)	153,507	—	—	—	153,507	—	—
Executive Vice President,	Non-Qualified SERP(5)	96,573	—	—	96,573	96,573	—	—
CFO and Treasurer	Disability	—	—	—	302,678	—	—	—
	Total	1,190,480	—	—	399,251	250,080	—	—
	Severance	854,324	—	—	—	—	—	—
Loren D. Cole	Restricted Stock(4)	145,600	—	—	—	145,600	—	—
Executive Vice President,	Non-Qualified SERP(5)	303,938	151,969	151,969	303,938	303,938	—	151,969
and CIO	Disability	—	—	—	277,561	—	—	—
	Total	1,303,862	151,969	151,969	581,499	449,538	—	151,969
	Severance	852,556	—	—	—	—	—	—
Peter K. Cosgrove	Restricted Stock(4)	148,236	—	—	—	148,236	—	—
Executive Vice President,	Non-Qualified SERP(5)	287,778	143,889	143,889	287,778	287,778	—	143,889
CCO and CRO	Disability	—	—	—	59,174	—	—	—
	Total	1,288,570	143,889	143,889	346,952	436,014	—	143,889
	Severance	841,154	—	—	—	—	—	—
	Restricted Stock(4)	143,941	—	—		143,941	—	—
Daniel D. Fariello	Non-Qualified SERP(5)	354,410	212,646	212,646	354,410	354,410	—	212,646
President, Capital Bank Division	Disability	—	—	—	321,701	—	—	—
	Total	1,339,505	212,646	212,646	676,111	498,351	—	212,646
(1) The term "cause" generally means personal dishonesty, willful misconduct, breach of fiduciary duty, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), gross insubordination, or gross negligence. For the purposes of this paragraph, no act or failure to act shall be considered "willful" unless done or omitted to be done, by the executive officer not in good faith and without a reasonable belief that the executive officer's action or omission is in the best interests of the Bank. In no event shall the executive officer be deemed to have been terminated by Cause unless and until there shall have been delivered to the executive officer a copy of a certification by a majority of the non-officer members of the Board of Directors finding that the executive was guilty of conduct deemed to be Cause.
(2) The term "change in control" generally means (i) any merger, consolidation or other corporate reorganization in which the Corporation or the Bank is not the surviving corporation, (ii) the event that any "person" (as that term is used in Section 13(d) and 14(d)(2) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of securities of the Corporation or the Bank representing thirty percent (30%) or more of the combined voting power of the Bank's then outstanding securities, provided that the acquisition of additional securities or voting power by a person who, as of the date of this Agreement, already is the direct or indirect beneficial owner of twenty percent (20%) of such combined voting power, shall not constitute a change of control, or (iii) the event in which a majority of the members of the Corporation's or the Bank's Board of Directors is replaced during any twenty-four (24) month period or who was appointed to the Corporation's or the Bank's Board of Directors during such twenty-four (24) month period as a result of a directive, supervisory agreement or order issued by the primary federal regulator of the Corporation or the Bank prior to the date of appointment or election.
(3) The term "good reason" generally means (i) a material reduction in the executive officer's base salary or benefits in effect as of the effective date of the change in control; (ii) a material reduction in the executive officer's authority, duties or responsibilities from the position and attributes associated with the executive officer's position (or any successor executive position in effect as of the effective date of the change in control); (iii) a relocation of the executive officer's principal place of employment in effect immediately prior to the effective date of the change in control, resulting in an increase of the executive officer's commute of thirty (30) miles or more; or (iv) a material breach of the executive officer's change in control agreement by the Bank.
(4) Our 2021 Equity Incentive Plan and the Restricted Stock Plan provide that, if the executive officer's employment is terminated without cause or if the executive officer resigns for good reason, after the effective date of the change in control (i.e., "double-trigger"), then the executive officer's unvested restricted stock awards become fully vested. The value of equity amounts represents the fair value of $48.81 per share, the closing price for the Corporation's common stock on December 31, 2024.
(5) In the event of change in control, the executive officer's Defined Contribution SERP account will become fully vested and paid in a lump sum cash payment (i.e., "single trigger").

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