Joseph F. Meade IV
About Joseph F. Meade IV
Joseph F. Meade IV (age 44) has served as an independent director of Chemung Financial Corporation since 2022. He is President & CEO of Mercury Aircraft Inc. (since 2018), with 20 years’ experience in manufacturing, administration, international management and ownership, including financial and strategic planning. He is the son‑in‑law of director G. Thomas Tranter Jr. The Board determined he meets Nasdaq and SEC independence requirements, including for Compensation Committee service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not specifically disclosed in proxy; biography notes 20 years in manufacturing, administration, international management and ownership | Various leadership roles (not itemized) | Not disclosed | Experience cited as qualification for CHMG board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mercury Aircraft Inc. | President & CEO | 2018–present | Parent of several manufacturing companies; basis for manufacturing/strategic planning expertise |
Board Governance
- Independence: Board determined Meade is independent under Nasdaq/SEC rules; also determined all Compensation Committee members, including Meade, meet heightened independence requirements. No Compensation Committee interlocks in 2024.
- Committee assignments (history):
- 2024: Enterprise Risk Committee member
- 2025: Nominating & Governance Committee member; Compensation & Personnel Committee member
- Committee chairs (context): Audit (Chair: David M. Buicko), Nominating & Governance (Chair: Thomas R. Tyrrell), Compensation & Personnel (Chair: Stephen M. Lounsberry III). Meetings held in 2024: Audit (5), Nominating & Governance (2), Compensation (6).
- Attendance: In 2024 the Board and the Bank each held 12 regular meetings; each then‑current director attended at least 75% of Board/committee meetings to which assigned. Independent directors held two executive sessions in 2024.
| Committee | 2024 Membership | 2025 Membership |
|---|---|---|
| Audit | Not a member | Not a member |
| Enterprise Risk | Member | Not shown as member (committee not listed among 2025 standing committees) |
| Nominating & Governance | Not a member | Member |
| Compensation & Personnel | Not a member | Member |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 28,000 | Fee schedule: basic annual retainer $11,500; meeting fees $500 per Board and committee meeting; supplemental retainers/fees apply to Chairs (Audit, Compensation, Nominating & Governance, etc.). Fees paid quarterly and trued‑up in January. Meade did not serve as a chair in 2024. |
Fee schedule (selected items for context): Basic annual retainer $11,500; Board/committee meeting fee $500; supplemental annual retainers/fees for Chairs (e.g., Audit Chair supplemental $2,875; Audit Chair fees $1,250; Compensation Chair fees $750; Nominating & Governance Chair fees $250, etc.).
Performance Compensation
| Grant/Metric | Detail |
|---|---|
| 2024 Stock Awards (grant date fair value) | $28,000 granted on January 17, 2024; time‑based restricted stock that vests on the first anniversary of the grant date |
| Unvested Restricted Shares Outstanding (12/31/2024) | 582 shares (will fully vest on first anniversary of grant) |
| All Other Compensation (2024) | $731 (includes dividends paid on restricted stock) |
No director performance metrics (e.g., TSR/EBITDA gates) are disclosed for director equity; awards are time‑vested restricted stock.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in CHMG’s proxy biography for Meade |
| Compensation Committee interlocks | None in 2024; Meade served on the Compensation Committee, which comprised independent directors |
Expertise & Qualifications
- Manufacturing executive with 20 years’ experience; administration, international management and ownership; financial and strategic planning.
- Board qualifications cited by CHMG: manufacturing and strategic planning expertise aligned with bank’s community/industry footprint.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficially owned shares (#) | 3,087 | 3,743 |
| Sole holdings (#) | 2,030 | 2,658 |
| Joint with spouse (#) | 1,057 | 1,085 |
| Unvested restricted shares included (#) | 582 | 624 |
Policies impacting alignment:
- Anti‑hedging and anti‑pledging: Directors and executive officers are prohibited from hedging and from pledging CHMG stock or holding it in margin accounts.
Insider Trades and Compliance
| Period | Section 16(a) Reporting Status | Notes |
|---|---|---|
| 2024 | All directors and executive officers filed required reports on a timely basis | No delinquencies reported for 2024. |
Related‑Party and Conflict Considerations
- Familial relationship: Meade is the son‑in‑law of director G. Thomas Tranter Jr. (potential perceived conflict). The Board nonetheless determined Meade is independent under Nasdaq/SEC rules, including for Compensation Committee service.
- Director/officer/related party loans: Aggregate outstanding loans to directors, executive officers and related parties were $25.4 million as of Dec 31, 2024; all were made in the ordinary course, on substantially the same terms as comparable non‑related loans, and were in compliance with banking regulations and subject to independent review/approval. No Meade‑specific transaction is disclosed.
- Other related‑party transaction disclosed involves a lease with an entity associated with director David M. Buicko; no Meade transaction disclosed.
Governance Assessment
-
Strengths:
- Independent director with committee service on both Nominating & Governance and Compensation, signaling substantive governance involvement. Committee independence standards explicitly affirmed.
- Attendance threshold met (≥75% for all directors) and active committee cadence (Compensation met 6x; Nominating & Governance 2x).
- Balanced director pay mix in 2024 (cash $28k; equity $28k), enhancing alignment; anti‑hedging/pledging policy strengthens alignment and risk controls.
-
Watch items / potential red flags:
- Familial tie to sitting director (Tranter Jr.) can raise perceived independence concerns; Board concluded independence, but investors may monitor for recusal practices and committee decision‑making rigor.
- Bank‑permitted insider/related‑party lending exists at the institution level (ordinary course, regulated), warranting ongoing oversight even with standardized terms and independent review.
Overall, Meade brings relevant operating expertise, meets independence standards, participates on key governance and compensation committees, and receives a straightforward, time‑vested director equity grant structure. The familial relationship and the industry‑standard related‑party lending environment merit continued monitoring, but current disclosures indicate compliance with independence, attendance, and alignment policies.