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Dale M. McKim III

Chief Financial Officer and Treasurer at CHEMUNG FINANCIAL
Executive

About Dale M. McKim III

Dale M. McKim III (age 50) is Executive Vice President, Chief Financial Officer and Treasurer of Chemung Financial Corporation and Chemung Canal Trust Company; he was appointed in July 2023 and previously served as EVP & Chief Risk Officer at Evans Bancorp (2017) and Partner at KPMG LLP (2007) . He has 29 years of industry experience and has been with CHMG for ~2 years as of mid-2025 . Company performance context during his tenure includes ROAA 0.89% (TTM, non-GAAP), ROAE 11.02% (TTM, non-GAAP), P/E 9.69x, and stock price metrics as of June 30, 2025 .

Past Roles

OrganizationRoleYearsStrategic Impact
Chemung Financial Corporation / Chemung Canal Trust CompanyEVP, CFO & TreasurerJuly 2023–present Not disclosed
Evans BancorpEVP & Chief Risk Officer2017 Not disclosed
KPMG LLPPartner2007 Not disclosed

External Roles

OrganizationRoleYearsStrategic Impact
Not disclosed

Fixed Compensation

Metric20232024
Base Salary (Board-approved rate) ($)$315,000 $327,600 (4% merit/market-based raise)
Salary Reported in Summary Compensation ($)$136,904 (partial-year, joined July 2023) $340,200

Performance Compensation

Chemung uses a balanced, discretionary incentive framework (not formula-driven). CEO metrics include net income, ROE, efficiency, asset quality, peer-relative performance, and strategic progress; NEOs are assessed on divisional results and individual contributions. Incentive decisions may be increased or reduced at Committee discretion; 2024 NEO stock awards were paid in February 2025 due to payout timing changes .

Annual Incentives (Cash)

Metric20232024
Cash Bonus ($)$65,000 $100,000

Equity Awards (Restricted Stock)

Grant DateShares GrantedVesting ScheduleMarket Value at 12/31/2024 ($)
07/03/20232,084 Five equal annual installments commencing one year after grant $101,720 (based on $48.81 close)
12/19/20231,061 Five equal annual installments commencing one year after grant $51,787 (based on $48.81 close)

Vesting events realized in 2024:

Vesting DateShares VestedValue Realized ($)
07/03/2024520 $23,764 (at $45.70)
12/19/2024265 $13,171 (at $49.70)

Notes:

  • NEOs (other than CEO) did not receive a 2024 stock grant due to payout structure change; 2024 equity awards were paid in February 2025 and are reported in the 2026 proxy .
  • Plan prohibits repricing/buyouts of underwater options; minimum vesting one year for new awards under the 2025 Equity Incentive Plan, with limited exceptions .

Equity Ownership & Alignment

ItemData
Total beneficial ownership (shares)5,589
Ownership as % of outstanding<1% (based on 4,789,963 shares outstanding)
Unvested restricted shares5,083
Options outstanding (company-level)None outstanding as of April 7, 2025
Anti-hedging/anti-pledging policyHedging and pledging prohibited for directors and executive officers
Stock ownership guidelinesNot disclosed

Employment Terms

ProvisionDetails
AppointmentCFO & Treasurer, July 2023
Change-in-control severanceDouble trigger; upon involuntary termination without cause or resignation for good reason within 12 months post-CIC: 2.0x highest annual base salary + highest annual incentive (cash and/or stock) paid/earned in the CIC year or prior two years; payable in equal monthly installments over 24 months
ClawbackAwards subject to clawback under Sarbanes-Oxley and any Dodd-Frank/other policy adopted by the Corporation
Contract term / non-compete / non-solicitNot disclosed

Compensation Structure Indicators

  • 2024 pay mix: salary $340,200; cash bonus $100,000; all other compensation $113,266 (401k contributions $20,412; dividends on restricted stock $4,712; club memberships $20,102; Defined Contribution SERP contribution $68,040) .
  • Defined Contribution SERP: annual company contribution equals 20% of base salary; vesting 50% after 5 years, +10% per year thereafter to 100% at 10 years; acceleration on normal retirement age, death, disability, or change-in-control; interest credits tied to average yield on 5-year U.S. Treasuries .
  • Deferred Compensation Plan eligibility for NEOs; only CEO participated in 2024 (CFO did not) .

Governance, Peer Benchmarking, and Shareholder Feedback

  • Compensation peer group: 23 bank holding companies ($1.3B–$6.1B assets) in CT/ME/MA/NY/OH/PA (e.g., ACNB Corp., Arrow Financial, Enterprise Bancorp, Mid Penn Bancorp, Civista Bancshares) .
  • Say-on-pay approval: ~96.6% for 2023 compensation actions at the June 4, 2024 annual meeting .
  • Equity plan: 2025 Equity Incentive Plan share limit 160,000; minimum one-year vesting; double-trigger CIC acceleration; closing sale price on April 7, 2025 record date was $42.98 .

Investment Implications

  • Alignment: Large unvested restricted stock balance (5,083 shares) and anti-hedging/anti-pledging policy support alignment with long-term shareholder value; absence of options reduces near-term exercise-driven selling dynamics .
  • Retention and CIC economics: Double-trigger CIC terms with 2.0x salary+bonus payable over 24 months indicate moderate retention protections without single-trigger acceleration; equity awards accelerate upon involuntary termination post-CIC per plan, which can be value-realizing in change-of-control scenarios .
  • Incentive design: Discretionary, balanced incentives enable qualitative weighting but reduce transparency into pay-for-performance link; Committee retains flexibility to adjust payouts based on broader conditions and individual contributions .
  • Near-term supply: Known 2024 vesting events (520 and 265 shares) add incremental tradable float; actual selling activity is not disclosed here, though insider trading and pledging are restricted by policy .
  • Shareholder stance: Strong say-on-pay support (~96.6%) and peer benchmarking suggest compensation levels and structure are within market norms for CHMG’s size and model .