Anders M. Tomson
About Anders M. Tomson
Anders M. Tomson is President & CEO of Chemung Financial Corporation and Chemung Canal Trust Company (CEO since December 2016) and a director since 2016; age 57 as of January 1, 2025 . Under his tenure, pay-versus-performance disclosures show cumulative TSR translating a $100 investment to $114 in 2024 (vs. $114 in 2023, $103 in 2022) and net income of $23.7M in 2024, $25.0M in 2023, and $28.8M in 2022 . The Board separates CEO and Chair roles (Chair: David J. Dalrymple), supporting independent oversight; Tomson is not independent given his executive role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chemung Financial / Chemung Canal Trust Company | President & CEO | Dec 2016–present | Led strategy and operations as CEO; director since 2016 . |
| Chemung Canal Trust Company | President & COO | 2015–2016 | Ran Bank operations; responsible for Retail Client Services . |
| Capital Bank (division of Chemung Canal Trust Company) | President | 2011–2015 | Led divisional banking operations . |
Fixed Compensation
Base salary rate progression (committee-set rates)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CEO Base Salary Rate ($) | 600,000 | 660,000 | 686,000 |
Actual CEO compensation components (as reported)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 600,000 | 655,385 | 710,384 |
| Cash Bonus | 210,000 | 220,000 | 230,000 |
| Stock Awards (grant-date fair value) | 181,517 | 210,038 | 220,007 |
| All Other Compensation | 185,382 | 197,675 | 203,679 |
| Total | 1,176,899 | 1,283,098 | 1,364,070 |
Notes:
- For 2024, CEO incentive compensation (cash + restricted stock) was approximately 65% of base salary; NEO incentive compensation averaged ~55% of base salary .
- The Compensation Committee approved a cash bonus opportunity equal to 30% of aggregate NEO base salaries (discretionary allocation) .
Performance Compensation
| Metric category | How assessed | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Net income, ROE, efficiency, asset quality, peer-relative performance | Committee discretion against annual plan and long-term strategy; peer group benchmarking | Not formulaic (discretionary) | Not disclosed | Not disclosed (Committee judgment) | Cash + restricted stock awards; pool sized vs base salary; individual awards discretionary | CEO RSAs vest 1 year; other NEO RSAs vest over 5 years; acceleration on death, disability, double-trigger CIC |
| Permissible performance measures for plan awards (book value, EPS, ROE, NII, efficiency, ROA, TBV, deposits/loans, production volume, NPLs, strategic objectives incl. M&A/capital) | Defined in equity plan | Set by Committee | Not disclosed | Not disclosed | Per award agreements | Minimum 1-year vest (director awards may vest by next AGM ≥50 weeks; 5% reserve may have exceptions) |
Grant and vesting specifics
- CEO grant on Jan 17, 2024: 4,573 restricted shares; grant-date fair value $220,007; vests on first anniversary (Jan 17, 2025) .
- CEO vested 4,577 shares on Jan 18, 2024; value realized $220,245 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 60,315 shares; 1.26% of outstanding as of April 7, 2025 . |
| Unvested/RSAs held | 4,447 unvested shares in restricted account for executive awards . |
| Retirement/401(k) holdings | 17,298 shares held in Profit Sharing, Savings & Investment Plan . |
| Options | Company had no outstanding stock options as of April 7, 2025; historically does not grant options . |
| Hedging/pledging | Hedging, short sales, derivatives, pledging, margin accounts prohibited for directors and executive officers per Insider Trading Policy . |
| Ownership guidelines | Not disclosed in proxy; no explicit multiple-of-salary guideline referenced. |
Employment Terms
Change-in-control and severance economics
| Provision | CEO (Tomson) | Other NEOs (Cole, Cosgrove, Fariello, McKim) |
|---|---|---|
| CIC severance multiple | 2.99x highest annual base salary + highest annual incentive (cash and/or stock) over year of CIC or either prior 2 years | 2.0x under same “highest annual” construct |
| Trigger | Double-trigger (termination without cause or resignation for good reason within 12 months post-CIC) | Double-trigger |
| Payment schedule | Equal monthly installments over 36 months | Equal monthly installments over 24 months |
| Equity | Unvested restricted stock immediately vests upon qualifying double-trigger | |
| SERP vesting | SERP becomes fully vested and paid lump-sum upon CIC (single trigger) |
Estimated CEO payouts (as of Dec 31, 2024 assumptions)
| Scenario | Amount ($) |
|---|---|
| CIC double-trigger total | 4,902,501 (Severance 3,439,648; RSAs 223,208; SERP 1,239,645) |
| Involuntary termination without cause (no CIC) | 1,239,645 (SERP) |
| Death | 1,462,853 (RSAs 223,208; SERP 1,239,645) |
| Disability | 1,434,132 (Disability 194,487; SERP 1,239,645) |
Clawback provisions and repricing safeguards
- Awards subject to clawback for misconduct-related restatements (SOX) and any future Dodd-Frank policy adoption .
- Explicit prohibition on option repricing/underwater buyouts and underwater exchanges (if options are granted in future) .
Deferred compensation and SERP
| Plan | 2024 Contribution | 2024 Earnings | Aggregate Balance at 12/31/2024 |
|---|---|---|---|
| Defined Contribution SERP (CEO) | 142,077 | 44,121 | 1,239,645 |
| Deferred Compensation (CEO) | Exec contribution 35,519; earnings 7,358; aggregate balance 222,545 |
SERP mechanics: annual credit equals 20% of base salary; vesting 50% at year 5 then +10% per year to 100% at year 10; accelerated vest at normal retirement, death, disability, and upon CIC .
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since 2016 . |
| Independence | Not independent (current executive) . |
| Committee roles | Executive Committee member alongside Board Chair and others (dual capacity for Corp and Bank) . |
| Board leadership | CEO and Chairman roles separated; Chair presides over executive sessions (Chair: David J. Dalrymple) . |
| Executive sessions | Independent directors held 2 executive sessions in 2024; 3 in 2023 . |
| Attendance | Each then-current director attended at least 75% of Board and assigned committee meetings in 2024 and 2023 . |
| Director pay (Tomson) | Receives no compensation for director service . |
Say-On-Pay & Shareholder Feedback
| Year | Say-on-pay approval |
|---|---|
| 2023 compensation (voted in 2024) | ~96.6% FOR |
| 2022 compensation (voted in 2023) | ~99% FOR |
Compensation Peer Group (benchmarking)
| Attribute | Detail |
|---|---|
| Peer group size/location | 23 bank holding companies in CT, ME, MA, NY, OH, PA; asset range $1.3B–$6.1B . |
| Target positioning | Competitive total compensation targeted near the average of comparably-sized financial institutions; individual variation by performance/experience/responsibilities . |
Performance & Track Record
Financial and market alignment
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($000s) | 28,783 | 25,000 | 23,671 |
| Revenues ($) | 21,436,000* | 24,549,000 | 23,230,000* |
| EBITDA ($) | n/a* | n/a* | n/a* |
| Cumulative TSR ($ value of $100) | $103 | $114 | $114 |
Values marked with * retrieved from S&P Global.
Notes: EBITDA not disclosed in company filings and not available via S&P Global in this period; revenue reflects S&P Global fundamentals except where 2023 is document-cited .
Equity Awards & Vesting Detail
| CEO grant/vest detail | Shares | $ Fair value/realized | Dates |
|---|---|---|---|
| RSA grant (for 2023 year-end bonus) | 4,573 | $220,007 grant-date | Granted Jan 17, 2024; vests Jan 17, 2025 |
| RSA vested | 4,577 | $220,245 realized | Vested Jan 18, 2024 |
| Outstanding unvested RSA (12/31/2024) | 4,573 | $223,208 market value | Based on $48.81 close |
Policy Controls (Trading, Hedging, Timing)
- Insider Trading Policy governs trading windows and blackout periods; Section 16 insiders may trade only during defined windows; special blackouts imposed for material transactions/events .
- Anti-hedging/anti-pledging bans short sales, options/derivatives, margin accounts, and pledging of company stock for directors and executive officers .
- The company does not time grants around material nonpublic information and restricts option grants near filings; grants of restricted stock are permitted outside blackout constraints, and vesting is not subject to trading window restrictions by itself .
Employment & Contracts (other)
- Deferred Compensation Plan: Elections must be made pre-year; distributions per elected lump sum or installments ≤10 years; subject to 409A; CEO was the only NEO participant in 2024 .
- No explicit non-compete/non-solicit provisions disclosed in proxy summaries for CEO.
Compensation Structure Analysis
- Shift away from options: No outstanding options; equity delivered via restricted stock; repricing forbidden if options used in future .
- Cash vs equity mix: CEO incentive comp was ~66% of base in 2023 and ~65% in 2024, indicating stable at-risk mix despite lower net income .
- Guaranteed comp trend: Base salary rate increased 4% in 2024 (to $686,000) following a 10% raise in 2023 (to $660,000), balancing market-based merit with performance discretion .
- Clawback coverage: Explicit clawback policy reference; awards subject to clawback under SOX and any Dodd-Frank adoption .
Equity Ownership & Alignment Details
| Ownership element | Count/Status |
|---|---|
| Beneficial ownership | 60,315 shares; 1.26% of 4,789,963 shares |
| 401(k) holdings | 17,298 shares |
| Unvested RSAs | 4,447 shares |
| Pledging/hedging | Prohibited |
Investment Implications
- Alignment strong but liquidity events are predictable: CEO’s annual 1-year RSA vest creates a potential supply event around mid-January each year; while not indicative of selling, vesting dates can cluster trading volume and form short-term signals, moderated by strict trading windows and anti-hedging/pledging policies .
- Retention is well-supported; CIC economics are generous: 2.99x CIC severance multiple with 36-month payout and immediate RSA vesting, plus SERP single-trigger vesting, meaning a transaction could entail meaningful executive cash outflows; retention prior to CIC is strengthened, but deal-related costs for shareholders can be material .
- Pay-for-performance is largely discretionary: Absence of rigid formulae and broad permissible metrics can support nimble capital allocation but introduces governance risk if discretion is perceived as overly generous during earnings downturns; current say-on-pay results indicate strong shareholder support (~96.6% in 2024), reducing immediate governance pressure .
- Ownership/pledging risk is low: Anti-pledging policy removes collateralization risk; Tomson’s 1.26% stake and meaningful qualified-plan holdings indicate skin-in-the-game without leverage-related risk .
All claims above are supported by cited company documents or S&P Global fundamentals as indicated.