Loren D. Cole
About Loren D. Cole
Loren D. Cole, age 52, is Executive Vice President and Chief Information Officer (CIO) of Chemung Canal Trust Company. He joined Chemung in 2017 and has served as CIO since 2018 following senior roles at Bank of Oklahoma and SpiritBank Corp. Company-level pay-versus-performance disclosures show total shareholder return indices of 103 (2022) to 114 (2023–2024) and net income of $28.8M (2022), $25.0M (2023), and $23.7M (2024), framing the operating backdrop for incentive decisions affecting Cole .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chemung Canal Trust Company (Bank) | Senior Vice President and CIO; then Executive Vice President and CIO | 2017–present (CIO since 2018) | Leads information technology; role aligns with enterprise risk oversight of incentive plans and tech modernization priorities |
| Bank of Oklahoma | Senior Vice President | 2017 | Senior leadership role in banking technology/operations prior to Chemung |
| SpiritBank Corp. | Executive Vice President | 2011 | Executive leadership in regional banking prior to Chemung |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of Oklahoma | Senior Vice President | 2017 | External banking leadership experience |
| SpiritBank Corp. | Executive Vice President | 2011 | External banking leadership experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 236,454 | 254,188 | 277,162 |
| Cash Bonus ($) | 70,000 | 75,000 | 75,000 |
| Base salary changes approved (effective 2024) | — | 2024 raise 5.0% ($12,709) to $266,897 | Reflected in 2024 paid salary |
| Incentive mix (context for NEOs) | — | — | NEO incentive comp ≈55% of base salary (cash + restricted stock); CEO ≈65% |
All Other Compensation detail (perquisites and retirement-related):
| Component | 2024 ($) |
|---|---|
| Employer 401(k) contributions | 16,630 |
| Dividends on unvested restricted stock | 5,463 |
| Club memberships | 9,167 |
| Defined Contribution SERP contribution | 55,432 |
| Total “All Other Compensation” | 86,692 |
Performance Compensation
Executive incentive structure and metrics:
- Incentive approach: Discretionary, non-formulaic; awards consider pre-established Bank goals and individual goals with Compensation Committee judgment; NEO cash awards in aggregate totaled $322,500 for 2024; NEO stock awards for 2024 were paid in February 2025 due to payout timing change . CEO had $230,000 cash and $220,007 restricted stock for 2024 .
- Typical metrics considered by the Committee: net earnings, ROE, efficiency, asset quality, peer-relative performance, strategic objectives; peer group benchmarking guided by Aon analysis; targets are not disclosed as fixed weights .
Performance compensation detail for Loren D. Cole:
| Metric | Weighting | Target | Actual | Payout | Vesting terms |
|---|---|---|---|---|---|
| Annual cash incentive | Discretionary | Not disclosed | Committee-assessed vs Bank/individual goals | $75,000 (2024) | N/A (cash) |
| Restricted stock (2023 cycle) | Discretionary | Not disclosed | Not formulaic | Grant-date fair value $75,047 (2023) | 5-year ratable vesting; accelerated upon death, disability, or involuntary termination after change-in-control |
| Restricted stock (2024 cycle) | Discretionary | Not disclosed | Paid in Feb 2025 | Not granted during calendar 2024 due to payout timing change | Awards under 2025 plan subject to minimum 1-year vest; exceptions per plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,049 shares (less than 1% of outstanding) |
| Ownership as % of outstanding | ~0.25% (12,049 ÷ 4,789,963 shares outstanding as of April 7, 2025) |
| 401(k) plan holdings (Bank trustee) | 6,202 shares |
| Unvested restricted stock (record date basis) | 4,437 shares |
| Outstanding unvested RS by grant date (12/31/2024) | 1,224 (12/19/2023); 912 (12/20/2022); 642 (12/15/2021); 205 (12/16/2020) |
| RS vesting activity in 2024 (dates/amounts) | 12/13: 320 sh/$17,331; 12/16: 205 sh/$11,088; 12/18: 213 sh/$10,884; 12/19: 306 sh/$15,208; 12/20: 303 sh/$15,165 |
| Options (exercisable/unexercisable) | None outstanding; Corporation did not have stock options outstanding as of April 7, 2025 |
| Anti-hedging and anti-pledging | Executives/directors prohibited from hedging and pledging Corporation stock; no margin accounts |
| Ownership guidelines | Not disclosed for executives (skip) |
Insider trading signals:
- Reported open market sale on November 6, 2024 (Form 4; EVP, CIO; transaction type “S – Sale”; price ~$51.21) .
- Reported purchase on August 5, 2025: EVP & CIO bought 2,983 shares at ~$50.10 via a qualified plan (Form 4) .
Employment Terms
| Term | Provision |
|---|---|
| Change-in-control (CIC) severance | Double trigger: If terminated without cause or resigns for good reason within 12 months following a CIC, severance equals 2.0x the highest annual base salary plus highest annual incentive award (cash and/or stock) over the CIC year or prior two years; paid in equal monthly installments over 24 months (CEO is 2.99x over 36 months) |
| Equity acceleration (CIC) | If involuntarily terminated following CIC, all restricted stock/RSUs become fully vested; performance awards deemed satisfied at greater of pro-rata target for elapsed time or actual performance; options, if any, fully exercisable; certain awards accelerate if not assumed by acquirer |
| Clawback | Awards subject to clawback upon accounting restatement due to misconduct under Sarbanes-Oxley; may also be subject to Dodd-Frank or other policy updates |
| Non-compete / non-solicit | Not disclosed (skip) |
| Tax gross-ups | Not disclosed; general 280G excise tax discussion applies to potential excess parachute payments; no gross-up commitments disclosed |
| Deferred compensation | Eligible; Cole did not participate in 2024 (CEO participated) |
Compensation Committee Analysis
- Committee members: Lounsberry (Chair), Gonick, Bentley, Meade IV, D. Dalrymple, Tranter Jr., R. Dalrymple, Tyrrell .
- Independent consultant: Aon engaged in 2024 to develop peer group and review executive compensation; peer group of 23 bank holding companies across CT/ME/MA/NY/OH/PA (asset size ~$1.3B–$6.1B) .
- Benchmarking target: Competitive total compensation targeted at the average level of comparably sized financial institutions (no fixed percentile disclosed) .
- Say-on-pay: 96.6% approval at 2024 Annual Meeting for 2023 compensation decisions .
Performance & Track Record (Company context relevant to Cole’s incentive framework)
| Year | TSR index (value of $100 initial investment) | Net Income ($000s) |
|---|---|---|
| 2022 | 103 | 28,783 |
| 2023 | 114 | 25,000 |
| 2024 | 114 | 23,671 |
- Incentive goals the Committee considers include net earnings, ROE, efficiency, asset quality, peer-relative performance, and progress on long-term strategic objectives—aligned with Cole’s CIO remit supporting operational efficiency and risk management .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executives/directors; mitigates misalignment risk .
- Option repricing/buybacks prohibited without shareholder approval under equity plan .
- Related-party transactions are governed with Audit Committee oversight; loans to insiders permitted only per banking regulations and on market terms; aggregate insider and related-party loans $25.4M as of 12/31/2024, performing per original terms .
- No SEC investigations, legal proceedings, or tax gross-up commitments disclosed (skip).
Equity Incentive Plan Mechanics (Vesting and pressure assessment)
- Minimum vesting period generally one year; directors may vest by next annual meeting; up to 5% share reserve exempt from minimum; acceleration upon death, disability, or involuntary termination post-CIC .
- No stock options outstanding as of April 7, 2025; equity grants primarily restricted stock/RSUs .
- Dividends on unvested time-based restricted stock distributed immediately; performance-based dividends paid only upon vesting .
Investment Implications
- Pay-for-performance alignment: Discretionary incentives tied to company and individual goals avoid rigid formulas but may reduce transparency; inclusion of SERP contributions (20% of base salary credited annually) boosts retention value and deferred compensation, increasing stickiness .
- Retention and CIC economics: Double-trigger CIC with 2.0x salary+incentive over 24 months and automatic equity acceleration upon involuntary termination post-CIC lowers departure risk pre-transaction but increases potential deal-related dilution/costs; absence of options minimizes repricing risk .
- Insider trading signals: A reported sale in Nov 2024 followed by a qualified-plan purchase of 2,983 shares in Aug 2025 suggests mixed but recent positive alignment; monitor for continued accumulation vs. scheduled selling as RS tranches vest .
- Ownership alignment: Cole’s ~0.25% stake, unvested RS balance (4,437 shares as of record), and anti-pledging restrictions support alignment while creating predictable vest-related liquidity events; absence of executive ownership guidelines limits strict enforcement of “skin-in-the-game” targets .
Citations: All facts and figures are sourced from Chemung Financial Corporation’s 2025 DEF 14A proxy statement unless otherwise noted. External insider-trade references include SEC EDGAR and third-party aggregators as cited.