Denise V. Gonick
About Denise V. Gonick
Denise V. Gonick, age 58, has served as an independent director of Chemung Financial Corporation since 2018; she is the founder of Cross Sound Concepts and formerly President & CEO of MVP Health Care (2012–2019) after earlier serving as Chief Legal Officer and Corporate Secretary at MVP Health Care . She brings seven years of CEO experience in health insurance and 17 years of corporate legal experience with strengths in leadership, transactions, strategic planning, executive management, financial management, compliance, and government relations . She holds a J.D. from Albany Law School (’91) and an undergraduate degree from Hofstra University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MVP Health Care | President & CEO | 2012–2019 | Led diversification, M&A, and growth initiatives as CEO of a $3.5B health plan . |
| MVP Health Care | Chief Legal Officer & Corporate Secretary | Prior to 2012 | 17 years corporate legal experience; governance and compliance leadership . |
| Cross Sound Concepts | Founder (strategic advisory) | Current | Advises CEOs/investors on innovation and transformation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FAM Funds (Fenimore Asset Management mutual fund complex) | Independent Trustee | Current | Listed among Independent Trustees (publicly offered funds) . |
| Albany Law School | Board of Trustees (Secretary) | Current | Education and governance profile; J.D. ’91 . |
| Business & Civic Leadership | Past Chair roles | Past | NYS Health Plan Association; The Business Council of NYS; Capital Region Chamber . |
Board Governance
- Independence: The Board determined all directors except the CEO (Mr. Tomson) are independent under NASDAQ standards; Ms. Gonick is independent and is eligible for committee service under applicable SEC/NASDAQ rules .
- Committees: Ms. Gonick serves on the Compensation & Personnel Committee and the Nominating & Governance Committee; she is not listed as a chair (Compensation Chair: Stephen M. Lounsberry III; Nominating & Governance Chair: Thomas R. Tyrrell) .
- Attendance: In 2024, the Board held 12 meetings, and each director attended at least 75% of Board and assigned committee meetings; independent directors held two executive sessions .
- Committee workload context (2024): Audit (5 meetings), Nominating & Governance (2), Compensation & Personnel (6) .
- Anti-hedging/pledging: Policy prohibits directors and executive officers from hedging or pledging company stock, including short sales and derivative transactions .
- Board leadership: CHMG separates the Chair and CEO roles; Chairman is independent (David J. Dalrymple) .
- Shareholder support context (2025 AGM): Say-on-pay passed with 3,252,181 For, 119,310 Against, 27,917 Abstain; the 2025 Equity Incentive Plan was approved (2,777,813 For, 604,566 Against, 17,029 Abstain) .
Fixed Compensation (Director; FY2024)
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $27,500 | 2024 director cash compensation for Ms. Gonick . |
| Meeting Fees (policy) | $500 per meeting | Applies to Board and committee meetings; Chairs also $500 per meeting . |
| Basic Annual Retainer (policy) | $11,500 | Paid quarterly and trued-up annually . |
| Committee/Chair Retainers (policy) | Various | Chair fees (e.g., Audit Chair $2,875 supplemental + $1,250 chair fees; others listed) . |
Ms. Gonick did not serve as a chair in 2024, so her cash total reflects retainer and meeting fees (no chair uplifts) .
Performance Compensation (Director Equity; FY2024)
| Metric | Detail | Value |
|---|---|---|
| Stock Awards (Grant-Date Fair Value) | Annual restricted stock grant on Jan 17, 2024 | $28,000 . |
| Unvested Restricted Shares Outstanding (12/31/2024) | Time-based; vest fully on first anniversary of grant date | 582 shares . |
| Vesting Terms | Director awards vest on first anniversary; dividends paid on unvested RS | 1-year vest; dividends included in “All Other” . |
| All Other Compensation | Dividends on restricted stock and mileage reimbursements | $992 . |
Equity awards for directors are time-based RSAs (not performance-conditioned). The Equity Incentive Plan contains performance award features generally, but director awards disclosed are time-based; minimum vesting rules include a director-specific annual meeting exception .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None in 2024; Ms. Gonick is a member of the Compensation & Personnel Committee .
- Related Party Transactions: 2024 related party disclosures note ordinary-course director/executive loans (aggregate $25.4 million outstanding at 12/31/2024) made on market terms; a disclosed lease involves director David M. Buicko’s affiliated entity. No transaction is disclosed involving Ms. Gonick .
Expertise & Qualifications
- Board-identified qualifications: Seven years as CEO of a health insurer; 17 years corporate legal experience; leadership, strategic planning, executive and financial management, compliance, and government relations .
- Education: J.D., Albany Law School (’91); undergraduate degree, Hofstra University .
- Sector experience: Health insurance, corporate legal/governance, and strategic advisory work .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Breakdown |
|---|---|---|---|
| Denise V. Gonick | 6,156 | <1% | Includes 3,956 sole, 2,200 joint with spouse; includes 592 unvested restricted shares counted as beneficially owned . |
| Shares Outstanding (Record Date 4/7/2025) | 4,789,963 | — | Record date for 2025 AGM . |
| Anti-Pledging/Hedging | Prohibited | — | No pledging/hedging allowed for directors per policy . |
Governance Assessment
- Strengths: Independent director with legal and CEO experience; active on Compensation and Nominating & Governance committees; Board separation of Chair/CEO; anti-hedging/pledging policy; 2024 attendance threshold met by all directors; say-on-pay support and equity plan approval in 2025 indicate strong shareholder confidence in governance and pay structures .
- Alignment: Director pay mix roughly balanced between cash ($27,500) and equity ($28,000) in 2024; ongoing ownership (6,156 shares) supports alignment; director RSAs vest over one year, reinforcing near-term ownership without use of options .
- Conflicts/Red Flags: No related-party transactions disclosed for Ms. Gonick; no compensation committee interlocks; policy bans pledging/hedging. Monitor ordinary-course director loans broadly (aggregate across directors/executives $25.4 million) and continued committee rigor given her role on Compensation during cycles of equity plan updates (2025 EIP approved) .
Annual and committee meeting cadence implies moderate time commitment (Board: 12; Compensation: 6; Nominating & Governance: 2 in 2024), with each director meeting at least the 75% attendance threshold .