CHEMUNG FINANCIAL CORP
For the period ended Jun 2, 2026. Filed Apr 23, 2026.
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Jun 2, 2026 · Filed Apr 23, 2026
Contents
Pay Versus Performance
Pay Versus Performance Table
We are required by SEC rules to disclose the following information regarding compensation paid to our Named Executive Officers (“NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (2) below sets forth the adjustments from the Total Compensation as reported in the Summary Compensation Table above.
The following table sets forth additional compensation information of our Chief Executive Officer ("PEO") and our non-PEO NEOs along with total shareholder return ("TSR") and net income for fiscal years 2025, 2024, and 2023:
| Value of Initial Fixed $100 Investment based on: | ||||||
|---|---|---|---|---|---|---|
| Year | Summary Compensation Table (SCT) Total for PEO(1) | Compensation Actually Paid to PEO(1) | Average SCT Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEONEOs(1) | TSR(4) | Net Income (in thousands)(5) |
| 2025 | $1,417,130 | $1,427,410 | $563,873 | $603,559 | $132 | $15,104 |
| 2024 | $1,364,116 | $1,359,582 | $471,459 | $469,830 | $113 | $23,671 |
| 2023 | $1,283,098 | $1,306,932 | $449,628 | $465,866 | $112 | $25,000 |
(1)Mr. Tomson was our PEO in 2025, 2024, and 2023. In 2025, the non-PEO NEOs were Messrs. McKim, Cosgrove, Fariello, and Kenefick. In 2024, the non-PEO NEOs were Messrs. McKim, Cole, Cosgrove and Fariello, and in 2023 the non-PEO NEOs were Messrs. Krebs, McKim, Cole, Cosgrove and Fariello.
(2)To calculate Compensation Actually Paid for the PEO, the following adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown:
| Adjustments to PEO Compensation | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Summary Compensation Table Total | $1,417,130 | $1,364,116 | $1,283,098 |
| Minus Restricted Stock Awards from Summary Compensation Table | (230,044) | (220,053) | (210,038) |
| Plus Year-End Equity Value of Unvested Awards Granted During the Year | 248,143 | 223,208 | 227,934 |
| Plus Change in Value of Unvested Awards Granted in Prior Years | (7,819) | (7,689) | 5,938 |
| Plus Value of Awards Granted and Vested During Year | — | — | — |
| Plus Change in Value of Prior Years' Awards Vested During Year | — | — | — |
| Minus Value of Performance-Based Awards Forfeited During Year | — | — | — |
| Plus Dividends and Earning Paid on Awards in the Covered Fiscal Year Prior to Vest | — | — | — |
| Compensation Actually Paid | $1,427,410 | $1,359,582 | $1,306,932 |
(3)To calculate average Compensation Actually Paid for the non-PEO NEOs, the following adjustments were made to Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown:
| Adjustments to Average non-PEO Compensation | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Average Summary Compensation Table Total | $563,873 | $471,459 | $449,628 |
| Minus Restricted Stock Awards from Summary Compensation Table | (80,841) | — | (76,539) |
| Plus Year-End Equity Value of Unvested Awards Granted During the Year | 87,201 | — | 83,335 |
| Plus Change in Value of Unvested Awards Granted in Prior Years | 24,535 | (2,998) | 6,616 |
| Plus Value of Awards Granted and Vested During Year | — | — | — |
| Plus Change in Value of Prior Years' Awards Vested During Year | 8,791 | 1,369 | 2,826 |
| Minus Value of Performance-Based Awards Forfeited During Year | — | — | — |
| Plus Dividends and Earning Paid on Awards in the Covered Fiscal Year Prior to Vest | — | — | — |
| Average Compensation Actually Paid | $603,559 | $469,830 | $465,866 |
(4) Cumulative TSR is calculated using the Corporation's common share price at the end and the beginning of the applicable measurement period assuming reinvestment of dividends based on an initial investment of $100 on December 31, 2022.
(5) Net income as reported on the Corporation's consolidated financial statements.
The following charts illustrate the relationship between Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO NEOs for 2023, 2024, and 2025, and each of the financial metrics stated therein.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.