David M. Buicko
About David M. Buicko
Independent director of Chemung Financial Corporation since 2018; age 71 as of Jan 1, 2025. President & CEO of Galesi Group since 2016 (COO 1986–2016), bringing 35+ years of strategic planning, corporate finance, M&A, community development, and real estate expertise. The Board determined he is independent and qualifies as an SEC “Audit Committee Financial Expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galesi Group | President & CEO | 2016–present | Leads diversified real estate investments in Capital Region |
| Galesi Group | Chief Operating Officer | 1986–2016 | Long-standing operating leadership |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Westcott Road Development LLC | Private LLC | Member | Entity that leases CHMG’s Schenectady, NY branch to the Bank |
| Galesi Group | Private company | President & CEO | Real estate development and financing |
Board Governance
- Committees and roles:
- Audit Committee: Chair since 2019; 5 meetings in 2024; appoints/oversees Crowe LLP; reviews internal controls/financial reporting
- Executive Committee: Member; 2 meetings in 2023 (acts between board meetings when necessary)
- Independence: Board determined all directors except CEO are independent; Audit Committee meets heightened SEC independence; Buicko is designated “Audit Committee Financial Expert”
- Attendance: In 2024 the Corporation’s Board held 12 meetings; each director attended ≥75% of Board and committee meetings to which assigned; independent directors held two executive sessions in 2024 (three in 2023)
- Anti-hedging/pledging: Directors and executive officers are prohibited from hedging or pledging company stock
- Related party policy: Transactions with directors reviewed/approved by independent directors to confirm arm’s-length terms
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 34,625 | 34,625 |
| Stock Awards ($) | 32,169 | 32,137 |
| All Other Compensation ($) | 652 | 839 |
| Total ($) | 67,446 | 67,601 |
| Unvested Restricted Shares Outstanding (#) | 701 (granted 1/19/2023) | 668 (granted 1/17/2024) |
- Director fee structure (cash): annual retainer $11,500; per-meeting fee $500; supplemental retainers/chair fees by committee as disclosed
Performance Compensation
| Award Type | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock (Director) | 1/19/2023 | Fully vests on 1-year anniversary | None disclosed for directors (time-based) |
| Restricted Stock (Director) | 1/17/2024 | Fully vests on 1-year anniversary | None disclosed for directors (time-based) |
- Equity Incentive Plan: 2025 plan permits performance-based awards; defines eligible performance measures, clawback, and minimum vesting, but director grants are disclosed as time-based
Other Directorships & Interlocks
| Entity | Relationship | Terms | Potential Interlock/Conflict |
|---|---|---|---|
| Westcott Road Development LLC | Bank branch lessor (2 Rush St, Schenectady) | Lease since 2018; through Feb 2033; monthly rent+CAM $9,000; est. payments Jan 2025–Feb 2033: $692,290 | Buicko is a member; related-party exposure reviewed under board policy |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Financial/reporting oversight | Audit Committee Chair; Audit Committee Financial Expert; oversees auditor selection and independence |
| Strategy, finance, M&A | Biography highlights 35+ years in corporate finance and M&A |
| Real estate development | CEO of Galesi Group; extensive development/financing experience |
Equity Ownership
| Metric | As of Apr 8, 2024 | As of Apr 7, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 7,454 | 8,225 |
| Ownership as % of shares outstanding | <1% (of 4,751,977) | <1% (of 4,789,963) |
| Directly Owned (shares) | 3,954 | 4,725 |
| Jointly Owned with Spouse (shares) | 3,500 | 3,500 |
| Unvested Restricted Shares Included (shares) | 668 | 679 |
- Insider trading/pledging: Policy prohibits hedging and pledging for directors; no pledging disclosed
Governance Assessment
-
Strengths
- Independent director and SEC-designated Audit Committee Financial Expert; long-serving Audit Chair since 2019; structured anti-hedging/pledging policy
- Board-level engagement: ≥75% attendance; independent executive sessions held; audit oversight robust (auditor independence, internal controls, PCAOB/SEC discussions)
- Director compensation mix balanced (cash ~$34.6k; equity ~$32.1k in 2024), aligning with shareholder interests via annual restricted stock grants
- Equity plan includes clawback provisions; no option repricing or underwater buyouts permitted—shareholder-friendly
-
Risks and RED FLAGS
- Related-party transaction: CHMG leases a branch from Westcott Road Development LLC where Buicko is a member; remaining lease payments estimated at $692,290; while subject to board review and independence standards, Buicko’s Audit Chair role heightens sensitivity—expect strict recusal and independent scrutiny.
- Concentration of external influence: Ongoing CEO role at Galesi Group and membership in the LLC tied to a CHMG lease could pose perceived conflicts despite policy controls.
-
Mitigants and signals
- Board states all (except CEO) meet independence standards; related-party transactions reviewed/approved by independent directors at arm’s length; Audit Committee members meet heightened SEC independence
- Strong say-on-pay outcomes for NEOs indicate constructive shareholder sentiment toward governance/compensation practices (96.6% approval in 2024; ~99% in 2023)
RED FLAG: Ongoing lease with an entity in which the director has an interest (Westcott Road Development LLC); ensure documented recusal and periodic independent benchmarking of lease economics.
Monitoring Items: Confirm recusal in committee/board reviews; track any changes in lease terms; maintain disclosure of director attendance at the individual level if available; continue reviewing independence annually.