Mary E. Meisner
About Mary E. Meisner
Mary E. Meisner, age 43, is Executive Vice President and Chief Risk Officer (effective January 1, 2025) after serving as Senior Vice President and Senior Risk Officer since 2019; she has been with Chemung since 2017 and is not a Named Executive Officer in the 2025 proxy. Prior to Chemung, company investor materials note she was previously with JPMorgan Private Bank, and she has 22 years of industry experience and 8 years with CHMG as of 2025. The company’s compensation architecture includes an anti-hedging/anti-pledging policy for executives, and incentive awards are subject to clawback consistent with SOX/Dodd-Frank. Company performance context: cumulative TSR (value of $100) was flat at $114 in 2023–2024 (from $103 in 2022), while net income trended from $28.8M (2022) to $25.0M (2023) to $23.7M (2024).
| Company Performance Context | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $103 | $114 | $114 |
| Net Income ($000s) | $28,783 | $25,000 | $23,671 |
Past Roles
| Organization | Role | Years | Notes/Strategic Context |
|---|---|---|---|
| Chemung Financial Corp./Chemung Canal Trust Company | EVP & Chief Risk Officer | 2025–present | Elevated to EVP & CRO effective 1/1/2025 (board approval 12/17/2024) |
| Chemung Canal Trust Company | SVP & Senior Risk Officer | 2019–2024 | Senior Risk Officer role noted in executive roster |
| Chemung Canal Trust Company | Joined the Bank | 2017– | With the Bank since 2017 |
External Roles
No public company directorships or external board roles were disclosed for Meisner in the 2025 proxy or recent filings reviewed.
Fixed Compensation
- Not disclosed: Meisner is not an NEO in the 2025 proxy; her base salary, target bonus %, and 2024–2025 cash/equity grants were not individually disclosed.
- Program context: For NEOs, base salaries and raises are benchmarked to a 23-bank peer group and reviewed annually; but the proxy targets overall market “average” rather than a fixed percentile.
Performance Compensation
- Design: CHMG emphasizes balanced, discretion-based short- and long-term incentives rather than formulaic payouts; the Committee considers net income, ROE, efficiency, asset quality, performance versus peers, and strategic objective progress.
- Equity vehicle and vesting: The company historically grants restricted stock (not options); for executives other than the CEO, restricted stock typically vests in five equal annual installments. The 2025 Equity Incentive Plan has a minimum one-year vesting standard (with limited exceptions) and double-trigger change-in-control vesting (accelerates only upon involuntary termination/Good Reason following a CIC).
- Clawback: Awards are subject to clawback if the Company must restate due to material noncompliance as a result of misconduct, and to any Dodd‑Frank-compliant clawback policy adopted.
- Anti-hedging/anti-pledging: Executives are prohibited from hedging and from pledging CHMG stock or holding it in margin accounts.
| Incentive Element | Metric/Condition | Targeting/Weighting | Payout Basis | Vesting Treatment |
|---|---|---|---|---|
| Annual cash bonus | Net income, ROE, efficiency, asset quality, peer-relative and strategic progress | Discretionary (not formulaic) | Committee judgment against predefined goals | N/A (cash) |
| Restricted stock (time-based) | Continued service; may be used to recognize contribution | Not formulaic; CEO has 1-year vest; other execs typically 5-year ratable | Grant date fair value | Typically 5-year ratable; min one-year vest; CIC double-trigger acceleration; death/disability accelerate |
| Performance awards (if used) | Menu includes EPS, ROE, net income, efficiency, TSR, growth, asset quality, etc. | Committee sets goals per award | Settlement upon goal certification | CIC deeming at target pro‑rata or actual, whichever greater |
Equity Ownership & Alignment
| Item | Status/Amount | Source |
|---|---|---|
| Total beneficial ownership (common shares) | 2,580.739 shares (direct) | Form 3 and Form 3/A |
| Ownership as % of shares outstanding | ~0.054% (2,580.739 ÷ 4,789,963 shares outstanding as of 4/7/2025) | Shares outstanding: proxy record date ; holdings: |
| Derivative holdings (options/RSUs reported on Form 3) | None reported; Table II empty | Form 3/Form 3/A |
| Option program prevalence | Company has not historically granted stock options; none granted in 2024 | Proxy disclosure |
| Hedging policy | Hedging prohibited for directors/executive officers | Insider Trading Policy summary |
| Pledging policy | Pledging prohibited for directors/executive officers | Insider Trading Policy summary |
| Ownership guidelines | Not disclosed for executives in proxy | No guideline disclosure located in proxy |
Note: Form 3/A explains her EVP promotion approved 12/17/2024 with effective date 1/1/2025; holdings include DRIP shares.
Employment Terms
- Role and tenure: EVP & CRO effective 1/1/2025; with the Bank since 2017; not listed as an NEO.
- Individual CIC agreement: The proxy discloses CIC agreements for Tomson, Cole, Cosgrove, Fariello, and McKim III; no CIC agreement for Meisner is disclosed. Equity awards (if any) would follow the plan’s double-trigger CIC acceleration mechanics.
- Clawbacks and recoupment: Incentives and equity awards are subject to clawback consistent with SOX 304 and any Dodd‑Frank policy.
- Other terms (non-compete, non-solicit, garden leave, consulting): Not disclosed for Meisner in reviewed filings.
Investment Implications
- Alignment and selling pressure: Meisner has a modest direct ownership (~0.054%); with no options program and a prohibition on pledging/hedging, structural selling pressure from margin calls or option expirations is limited. Watch typical vesting cycles (for executives other than CEO, restricted stock generally vests ratably over five years with many vestings occurring in December/January across NEO awards).
- Retention risk: No individual CIC agreement for Meisner is disclosed, but any equity awards would accelerate on a double trigger post-CIC, providing some retention bridge; lack of disclosed CIC cash severance terms creates uncertainty relative to NEO peers.
- Pay-for-performance backdrop: The program is discretion-based with a broad metric set; shareholder support for NEO pay was strong at ~96.6% (2024 vote on 2023 pay). Company PVP data show CAP-to-TSR/net income relationships. Overall governance signals (clawback, no options, anti-pledging/hedging, minimum vesting) are shareholder-friendly.
- Monitoring catalysts: Track future proxies for any elevation to NEO status (which would reveal detailed compensation), future equity award grants under the 2025 Plan, and any Section 16 Forms 4 indicating open-market activity. Current filings include Form 3/3A only for Meisner; no derivative positions reported.