Daniel D. Fariello
About Daniel D. Fariello
Daniel D. Fariello (age 48 as of Jan 1, 2025) is Executive Vice President of Chemung Canal Trust Company and President of the Capital Bank division, having led the Albany-market division since 2018; he joined CHMG in 2013 after prior experience as a commercial loan officer at First Niagara Bank N.A. . Education is not disclosed in the proxy. Company performance context over FY2021–FY2024 shows steady profitability and rising balance sheet scale (see “Company Performance” table), which the Compensation Committee uses alongside qualitative factors to determine incentive pay .
Past Roles
| Organization | Role | Years | Strategic/Role Notes |
|---|---|---|---|
| Chemung Canal Trust Company (CHMG) | Executive Vice President; President, Capital Bank (Albany division) | 2024–present | Leads Capital Bank division; elevated to EVP in 2024 |
| Chemung Canal Trust Company (CHMG) | President, Capital Bank (Albany division) | 2018–2023 | Division leadership and growth responsibilities in Albany market |
| Chemung Canal Trust Company (CHMG) | Senior Vice President, Capital Bank | 2013–2017 | Senior leadership within Capital Bank division |
| First Niagara Bank N.A. | Relationship Manager (Commercial Loan Officer) | 2005–2013 | Commercial banking production |
External Roles
Not disclosed in the 2025 proxy or filings reviewed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Cash Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2022 | 245,066 | Discretionary (no formula) | 72,500 | 71,568 |
| 2023 | 257,319 | Discretionary (no formula) | 70,000 | 80,035 |
| 2024 | 280,577 | Discretionary (no formula) | 72,500 | 87,598 |
Notes:
- All Other Compensation includes 401(k) contributions, dividends on unvested restricted stock, and Defined Contribution SERP credits; perquisites are modest (e.g., club memberships) .
Performance Compensation
Annual Incentives (structure and 2024 outcome)
| Component | Metric Framework | Weighting | Target | Actual/Payout |
|---|---|---|---|---|
| Annual Cash Incentive | Predefined corporate and individual goals; typical categories include net income, ROE, efficiency, asset quality, peer-relative performance; committee retains discretion | Discretionary (non-formulaic) | Not disclosed | $72,500 cash bonus for 2024, paid Feb 2025 |
| Annual Equity (Restricted Stock) | RS awards to NEOs historically; in 2024, NEO equity grants (other than CEO’s January 2024 vesting for 2023) shifted to post-year awards; NEOs did not receive a 2024 grant; subsequent awards vest over five years | N/A | N/A | No 2024 grant for Fariello (awards for 2024 performance paid in early 2025) |
Outstanding Equity Awards and Vesting
| Grant Date | Unvested Shares (#) | Vesting Schedule | Market Value at 12/31/24 ($48.81/sh) |
|---|---|---|---|
| 12/16/2020 | 197 | 5 equal annual installments starting 1 year after grant | 9,616 |
| 12/15/2021 | 665 | 5 equal annual installments | 32,459 |
| 12/20/2022 | 944 | 5 equal annual installments | 46,077 |
| 12/19/2023 | 1,143 | 5 equal annual installments | 55,790 |
Restricted Stock Vesting in 2024 (realized):
- 12/13/2024: 332 sh; value $17,981
- 12/16/2024: 197 sh; value $10,656
- 12/18/2024: 179 sh; value $9,147
- 12/19/2024: 285 sh; value $14,165
- 12/20/2024: 314 sh; value $15,716
Plan Features:
- Equity awards are primarily time-based RS; no options historically granted; future awards under the 2025 Equity Incentive Plan have minimum one-year vesting, with limited exceptions; double-trigger acceleration on change-in-control if not assumed .
Peer Group, Consultant, and Say‑on‑Pay
- Compensation consultant: Aon; peer benchmarking against 23 regional banks across CT/ME/MA/NY/OH/PA (peer list detailed in proxy) .
- Say‑on‑Pay support: ~96.6% approval for 2023 compensation at the June 4, 2024 meeting, guiding continued program structure .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (sh) | % of Outstanding | Notes |
|---|---|---|---|
| April 7, 2025 | 10,300 | <1% | Includes 4,354 unvested RS in transfer agent account and 1,795 shares held in the 401(k) plan |
Additional alignment policies:
- Anti-hedging/anti-pledging: Executives prohibited from hedging or pledging CHMG stock; no margin accounts or derivatives; reduces misalignment risk .
- Ownership guidelines: Not disclosed for executives in the proxy sections reviewed .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control (CIC) Agreement | Double-trigger severance upon termination without cause or resignation for good reason within 12 months post-CIC; severance equals 2.0x the sum of highest annual base salary and highest annual incentive (cash and/or stock) in CIC year or prior two years; paid in 24 equal monthly installments; subject to 409A rules (6-month delay for specified employees) and regulatory limits |
| Equity on CIC | 2025 Equity Plan: If awards are not assumed by acquirer, vest immediately at CIC (time-based). If assumed and executive is involuntarily terminated following CIC, awards accelerate; performance awards deemed at greater of target pro-rata or actual |
| Clawback | Awards subject to clawback in event of material restatement due to misconduct; also subject to any additional adopted clawback policy (e.g., Dodd-Frank) |
| SERP (Defined Contribution) | Annual Bank contribution equal to 20% of base salary; vests 50% after 5 years then +10%/yr to 100% by year 10; accelerates at normal retirement, death, disability, and on change in control; credited with simple interest tied to 5-year U.S. Treasury yields |
| Deferred Compensation | Eligible to defer base salary and cash bonus under a nonqualified deferred comp plan; distribution per elections; subject to 409A; NEO participation disclosed (CEO participated in 2024) |
| Perquisites | Limited (e.g., club memberships); consistent with peer community banks |
Company Performance (Context for Pay Decisions)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 23,870,000* | 21,436,000* | 24,549,000* | 23,230,000* |
| Net Income ($) | 26,425,000* | 28,783,000* | 25,000,000* | 23,671,000* |
| Return on Equity (%) | 12.85%* | 15.24%* | 13.83%* | 11.53%* |
| Total Assets ($) | 2,418,475,000* | 2,645,553,000* | 2,710,529,000* | 2,776,147,000* |
Values retrieved from S&P Global.*
Risk Indicators and Governance Notes
- Hedging/pledging prohibited; insider trading policy governs open/blackout periods .
- No option repricing; options not historically granted; equity program uses RS/RSUs .
- Related-party transactions disclosed (e.g., lease with entity affiliated with a director); no related-party transactions disclosed for Fariello .
- Compensation Committee composed entirely of independent directors; regular use of independent consultant and peer benchmarking .
Investment Implications
- Alignment: Fariello’s equity is primarily time-based RS with five-year vesting, reinforcing retention; combined with anti-hedging/anti-pledging and a formal clawback, governance alignment is reasonable for a community bank of CHMG’s size .
- Incentive design: The non-formulaic bonus framework gives the Committee discretion to balance quantitative outcomes (net income, ROE, efficiency, asset quality, peer-relative) with qualitative execution—appropriate in volatile rate cycles but less transparent to investors .
- Retention: The SERP’s 20% of salary annual credits with 5–10 year vesting, plus double‑trigger CIC severance of 2.0x salary+bonus and equity acceleration if terminated post‑CIC, should mitigate flight risk during strategic transitions .
- Ownership: Beneficial ownership of 10,300 shares (<1%) provides some “skin in the game,” but is modest versus total shares outstanding; ongoing time-based vesting will periodically increase vested holdings subject to trading windows .
- Shareholder sentiment: Strong Say‑on‑Pay support (~96.6%) suggests low near-term governance friction on executive pay practices .