Kimberly A. Hazelton
Executive Vice President, Retail Client Services, Marketing and Business Services at CHEMUNG FINANCIAL
Executive
About Kimberly A. Hazelton
Kimberly A. Hazelton is Executive Vice President (EVP) at Chemung Canal Trust Company (CHMG’s bank) responsible for Retail Client Services, Marketing, and Business Services; she is age 57 and has been with the Bank since 2016 . Investor materials list her as EVP, Senior Banking Officer with 32 years of industry experience and 9 years with CHMG; she previously worked at TD Bank . She is classified as an executive officer of the issuer in a June 2025 Form D filing . CHMG’s compensation program for senior officers emphasizes a discretionary, balanced bonus approach tied to predefined corporate and individual goals with long‑term restricted stock vesting schedules; the proxy does not disclose Hazelton’s individual pay metrics, TSR, or revenue/EBITDA performance attribution, and she is not a named executive officer (NEO) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TD Bank | Market President, Retail | 2007–2013 | Not disclosed |
| Alternatives Federal Credit Union | Chief Operating Officer | 2014 | Not disclosed |
| Chemung Canal Trust Company (CHMG) | EVP, responsible for Retail Client Services, Marketing and Business Services | 2016–present | Leads Retail Client Services, Marketing, Business Services |
External Roles
No public company directorships or external board roles are disclosed in the proxy or recent filings for Hazelton. She is not listed as a director of CHMG .
Fixed Compensation
Hazelton is not a NEO; the proxy’s detailed salary and bonus tables cover only NEOs and therefore do not provide her specific base salary, target bonus, or actual bonus . CHMG’s general framework for senior officer compensation (including EVPs) is:
- Base salary reviewed annually for market and merit; decisions for NEOs consider peer data and performance, and senior officers follow similar internal processes, but Hazelton-specific data is not disclosed .
- Beginning with fiscal 2024, incentive compensation is paid in February following year‑end to incorporate full‑year results; this applies to employees and the CEO broadly, and senior officers received awards on this cycle .
Performance Compensation
| Element | Structure | Metrics/Determination | Timing | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (Senior Officers) | Discretionary pool sized at 20% of aggregate base salaries for senior officers (non‑NEOs) | Predefined corporate and individual goals; Committee retains discretion; considers net income, ROE, efficiency, asset quality, peer comparisons, leadership | Paid in February after fiscal year close (from FY2024) | N/A |
| Restricted Stock | Annual awards to officers under 2021/2025 Equity Plans | Awards based on performance, responsibilities, contributions; targeted to peer average | Granted post‑fiscal year; one grant issued under 2025 plan as of Q3 2025 | Generally 5‑year vesting for employees; CEO vests in 1 year; acceleration on death/disability or involuntary termination following change‑in‑control; minimum 1‑year vest for most awards; dividends paid immediately on time‑based awards; performance‑based dividends deferred until vest |
Performance award metrics permitted by the plan include book value/tangible book per share, EPS, ROE/ROA, net income, net interest income/margin, efficiency ratio, growth in assets/loans/deposits, nonperforming loans, cash flow, and strategic objectives (M&A, capital, etc.) .
Equity Ownership & Alignment
| Topic | Details |
|---|---|
| Beneficial ownership | Hazelton is not a director or NEO; individual share ownership is not disclosed in the 2025 proxy tables that list directors and NEOs only . |
| Insider ownership (aggregate) | Investor presentation indicates insider ownership around ~19% (context for alignment); company‑level, not Hazelton‑specific . |
| Equity award form | CHMG historically grants full‑value restricted stock rather than options; no stock options were granted in 2024 and the company has not historically used options . |
| Vesting/Dividends | Employee restricted stock generally vests over five years; dividends on time‑based awards are distributed immediately; performance‑based awards pay dividend equivalents only upon vesting . |
| Anti‑hedging/pledging | Executives and directors are prohibited from hedging, short sales, pledging, or holding stock in margin accounts under the Insider Trading Policy . |
| Clawbacks | Equity awards are subject to clawback in the event of an accounting restatement due to misconduct and as otherwise required under applicable laws (SOX/Dodd‑Frank) . |
| Plan share capacity | 2025 Equity Incentive Plan share limit: 160,000 shares; as of 9/30/2025, 70,021 shares were non‑vested across plans; unrecognized stock comp cost $2.4M, to be recognized over 3.58 years (company‑level) . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start/date | EVP at Bank since 2016; age 57 . |
| Executive officer status | Identified as executive officer in Form D (June 2025) . |
| Contract term/auto‑renewal | Not disclosed. |
| Non‑compete/non‑solicit/garden leave | Not disclosed. |
| Change‑in‑control | Company’s equity plan uses double‑trigger acceleration (involuntary termination following change‑in‑control), and immediate vesting if awards are not assumed by acquirer; applies to restricted stock/RSUs and performance shares; Hazelton‑specific severance agreement not disclosed . |
| Severance economics | Change‑in‑control severance multiples are disclosed only for NEOs (CEO 2.99x; other NEOs 2.0x salary+bonus); Hazelton is not listed among NEOs with CIC agreements . |
| Deferred compensation/SERP | Defined Contribution SERP and deferred comp programs are disclosed for NEOs; Hazelton is not listed as a participant . |
| Perquisites | Perqs disclosed for NEOs (club memberships, vehicle usage for CEO); Hazelton‑specific perqs not disclosed . |
Investment Implications
- Alignment: Hazelton’s compensation appears equity‑linked via time‑based restricted stock under CHMG’s plans, with a five‑year vesting norm and strong anti‑hedging/pledging prohibitions, enhancing alignment and reducing leverage/hedging risk .
- Retention: Five‑year vesting and plan‑level double‑trigger change‑in‑control acceleration support retention; absence of disclosed individual CIC severance for Hazelton suggests lower guaranteed cash parachute risk versus NEOs .
- Selling pressure: Dividends are paid on unvested time‑based awards and awards vest annually, but there are no Form 4s or individual ownership disclosures for Hazelton in the proxy, limiting visibility into potential selling pressure upon vesting; anti‑pledging reduces forced‑sale risk .
- Governance/comp framework: Discretionary bonuses keyed to predefined goals and peer benchmarking, plus robust clawback language, indicate a conservative pay‑for‑performance posture; however, lack of Hazelton‑specific metrics means investor assessment must rely on company‑level performance and qualitative evaluation of her retail/operations leadership .
Note: Hazelton is not a named executive officer in CHMG’s proxy; detailed individual compensation, ownership, and contract terms are not disclosed in SEC filings. The analysis above references company‑level policies and plan features applicable to senior officers and employees.
Citations:
About: **[763563_0000763563-25-000066_chmg-20250422.htm:55]** **[763563_0001171843-25-003817_exh_991.htm:5]** **[763563_0001171843-25-007130_exh_991.htm:4]**
Past Roles: **[763563_0000763563-25-000066_chmg-20250422.htm:55]**
External Roles: **[763563_0000763563-25-000066_chmg-20250422.htm:55]**
Fixed Compensation: **[763563_0000763563-25-000066_chmg-20250422.htm:55]** **[763563_0000763563-25-000066_chmg-20250422.htm:47]** **[763563_0001628280-25-049947_chmg-20250930.htm:44]**
Performance Compensation: **[763563_0000763563-25-000066_chmg-20250422.htm:50]** **[763563_0000763563-25-000066_chmg-20250422.htm:36]** **[763563_0000763563-25-000066_chmg-20250422.htm:47]** **[763563_0000763563-25-000066_chmg-20250422.htm:51]** **[763563_0001628280-25-049947_chmg-20250930.htm:44]** **[763563_0000763563-25-000066_chmg-20250422.htm:24]** **[763563_0000763563-25-000066_chmg-20250422.htm:25]** **[763563_0000763563-25-000066_chmg-20250422.htm:22]** **[763563_0000763563-25-000066_chmg-20250422.htm:27]**
Equity Ownership & Alignment: **[763563_0000763563-25-000066_chmg-20250422.htm:43]** **[763563_0000763563-25-000066_chmg-20250422.htm:55]** **[763563_0001171843-25-003817_exh_991.htm:16]** **[763563_0000763563-25-000066_chmg-20250422.htm:34]** **[763563_0000763563-25-000066_chmg-20250422.htm:51]** **[763563_0000763563-25-000066_chmg-20250422.htm:22]** **[763563_0000763563-25-000066_chmg-20250422.htm:23]** **[763563_0000763563-25-000066_chmg-20250422.htm:27]** **[763563_0000763563-25-000066_chmg-20250422.htm:33]** **[763563_0000763563-25-000066_chmg-20250422.htm:28]** **[763563_0000763563-25-000066_chmg-20250422.htm:19]** **[763563_0001628280-25-049947_chmg-20250930.htm:44]**
Employment Terms: **[763563_0000763563-25-000066_chmg-20250422.htm:55]** **[763563_0000763563-25-000066_chmg-20250422.htm:25]** **[763563_0000763563-25-000066_chmg-20250422.htm:53]** **[763563_0000763563-25-000066_chmg-20250422.htm:52]** **[763563_0000763563-25-000066_chmg-20250422.htm:59]** **[763563_0000763563-25-000066_chmg-20250422.htm:56]** **[763563_0000763563-25-000066_chmg-20250422.htm:57]**
Investment Implications: **[763563_0000763563-25-000066_chmg-20250422.htm:51]** **[763563_0000763563-25-000066_chmg-20250422.htm:22]** **[763563_0000763563-25-000066_chmg-20250422.htm:33]** **[763563_0000763563-25-000066_chmg-20250422.htm:24]** **[763563_0000763563-25-000066_chmg-20250422.htm:25]** **[763563_0000763563-25-000066_chmg-20250422.htm:53]** **[763563_0000763563-25-000066_chmg-20250422.htm:55]** **[763563_0000763563-25-000066_chmg-20250422.htm:22]** **[763563_0000763563-25-000066_chmg-20250422.htm:27]** **[763563_0000763563-25-000066_chmg-20250422.htm:47]** **[763563_0000763563-25-000066_chmg-20250422.htm:49]** **[763563_0000763563-25-000066_chmg-20250422.htm:28]** **[763563_0000763563-25-000066_chmg-20250422.htm:55]**