G. Thomas Tranter Jr.
About G. Thomas Tranter Jr.
Independent director of Chemung Financial Corporation since 2014; age 70 as of January 1, 2025; retired June 30, 2020 after 20 years as President of Corning Enterprises and Director of Government Affairs for Corning Incorporated; previously served 26 years in public administration including three elected four‑year terms as Chemung County Executive; father‑in‑law of current director Joseph F. Meade IV . The Board determined all directors except the CEO are independent under NASDAQ standards, which includes Mr. Tranter; he also meets the heightened SEC independence requirements for Audit Committee service and the independence standards for Compensation Committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corning Enterprises (Corning Incorporated) | President; Director of Government Affairs | 20 years, retired June 30, 2020 | Leadership, business development, government relations, community development cited as board qualifications . |
| Chemung County (NY) | Chemung County Executive (elected) | Three four‑year terms within 26 years in public administration | Public sector management and policy experience cited among credentials . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in CHMG proxy biographies for Mr. Tranter . |
Board Governance
- Committee assignments (current): Audit Committee member; Nominating & Governance Committee member; Compensation & Personnel Committee member (no chair roles) .
- Committee assignments (prior year context): Member of Audit, Enterprise Risk, and Compensation & Personnel Committees in 2024 (Enterprise Risk Committee not listed among standing committees in 2025) .
- Independence: Board determined all directors except the CEO meet NASDAQ independence; Audit Committee members (including Tranter) meet SEC’s more stringent independence; Compensation Committee members (including Tranter) meet NASDAQ/SEC independence .
- Attendance: In 2024, the Corporation and Bank Boards each held 12 regular meetings; each then‑current director attended at least 75% of Board and assigned committee meetings; independent directors held two executive sessions in 2024 .
- Board leadership: Roles of CEO and Chairman are separated; Chairman (David J. Dalrymple) presides at executive sessions; committee charters authorize hiring independent advisors at the company’s expense .
Committee Assignments (Detail)
| Year | Audit | Compensation & Personnel | Nominating & Governance | Enterprise Risk |
|---|---|---|---|---|
| 2025 | Member | Member | Member | — |
| 2024 | Member | Member | — | Member |
Fixed Compensation
- Non‑employee director fee framework: $11,500 basic annual retainer; meeting fees $500 per Board or committee meeting; supplemental chair retainers/fees (e.g., Chair of Board, Audit Chair, etc.) as specified in the fee schedule; fees paid quarterly and trued up in January based on meetings held .
- Directors’ Deferred Fee Plan available (stock‑settled units; currently one non‑active participant) .
2024 Director Compensation – Mr. Tranter
| Component | Amount/Detail |
|---|---|
| Fees earned or paid in cash (2024) | $32,000 |
| Stock awards grant‑date fair value (2024) | $29,540 (granted Jan 17, 2024) |
| All other compensation (2024) | $770 (includes dividends on restricted stock; see footnote) |
| Total compensation (2024) | $62,310 |
| Unvested restricted shares outstanding at 12/31/2024 | 614 (vest on first anniversary of grant date) |
Performance Compensation
Directors receive time‑based restricted stock; no stock options were granted and the company has not historically used stock options; restricted awards vest on the first anniversary of the grant date (no performance metrics disclosed for director equity) .
| Equity Metric | 2024 Detail |
|---|---|
| Equity vehicle | Time‑based restricted stock (no options) |
| Grant date | January 17, 2024 |
| Shares (unvested at 12/31/2024) | 614 |
| Grant‑date fair value | $29,540 |
| Vesting | Full vest on 1‑year anniversary of grant date (time‑based) |
| Performance metrics | None disclosed for director equity (time‑based) |
Other Directorships & Interlocks
| Type | Entity/Person | Relevance | Notes |
|---|---|---|---|
| Familial relationship | Joseph F. Meade IV (CHMG director) | Potential interlock/perceived conflict | Mr. Meade is Mr. Tranter’s son‑in‑law; both serve on the Board . |
| Related‑party transactions | — | Oversight/policy | Aggregate loans to directors/executive officers/related parties totaled $25.4M as of 12/31/2024; all on market terms, compliant with regulation, and reviewed under the related‑party policy; no Tranter‑specific transaction disclosed . |
Expertise & Qualifications
- Qualifications cited by CHMG: leadership, business development, managerial skills, extensive government relations and community development experience .
- Audit/compensation oversight capability: service on Audit and Compensation & Personnel Committees; Audit Committee includes an SEC‑designated financial expert (Director Buicko), though not required of all members .
Equity Ownership
| Metric | Apr 8, 2024 (Record Date) | Apr 7, 2025 (Record Date) |
|---|---|---|
| Beneficial ownership (shares) | 26,574 | 27,698 |
| Ownership as % of outstanding | <1% (based on 4,751,977 shares) | <1% (based on 4,789,963 shares) |
| Unvested restricted shares included | 614 | 624 |
| Anti‑hedging/pledging policy | Hedging and pledging prohibited for directors and executive officers |
Governance Assessment
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Strengths:
- Independent director with broad committee exposure (Audit, Compensation, Nominating & Governance), meeting heightened independence standards for Audit and Compensation .
- Board holds executive sessions (two in 2024); all directors met at least 75% attendance; separation of CEO/Chair roles; committees authorized to retain independent advisors, supporting oversight quality .
- Director pay structure is modest and balanced between cash and time‑based equity; no options or performance‑metric gaming risk in director awards; vesting is time‑based at one year .
- Shareholder signaling: 2025 Say‑on‑Pay passed (3,252,181 for vs. 119,310 against), and the 2025 Equity Incentive Plan was approved (2,777,813 for vs. 604,566 against), indicating broad investor support for compensation governance .
-
Risk indicators and mitigants:
- RED FLAG: Familial relationship—Mr. Tranter is the father‑in‑law of fellow director Joseph F. Meade IV, presenting a potential perceived conflict and board interlock .
- Mitigants: Board independence determination (Tranter is independent under NASDAQ); related‑party transactions must be approved by independent directors and were disclosed as made on market terms; no specific Tranter‑related transaction disclosed .
- Alignment protections: Anti‑hedging and anti‑pledging policy for directors reduces misalignment/financial risk from hedging or collateral pledging of shares .
- RED FLAG: Familial relationship—Mr. Tranter is the father‑in‑law of fellow director Joseph F. Meade IV, presenting a potential perceived conflict and board interlock .
-
Bottom line: Tranter offers senior public/private sector experience and governance breadth across key committees, with solid attendance norms and strong shareholder support signals; the main governance watch‑item is the familial tie to another sitting director, which warrants continued monitoring of committee independence and related‑party oversight .