Peter K. Cosgrove
About Peter K. Cosgrove
Peter K. Cosgrove, 64, is Executive Vice President and Chief Credit Officer (2025; previously EVP, Chief Credit Officer and Chief Risk Officer in 2020; EVP, Chief Credit Officer in 2019) and has been with Chemung Canal Trust Company since 2019, following senior roles at KeyBank including Regional Sales Executive (East Region) and service on KeyBank’s Merger Integration Leadership Team (2015–2017) . Company pay-versus-performance disclosures show Chemung’s cumulative TSR value of an initial $100 investment at $103 (2022), $114 (2023) and $114 (2024), alongside net income of $28.8M (2022), $25.0M (2023) and $23.7M (2024), framing recent performance context during Cosgrove’s tenure . Compensation for non-CEO NEOs (including Cosgrove) is discretionary and assessed against corporate and individual objectives (e.g., net income, ROE, efficiency, asset quality, performance versus peers, and strategic milestones), rather than rigid formulas . Chemung prohibits executive hedging/pledging, aligns equity via multi-year vesting, and maintains clawback provisions, supporting long-term alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chemung Canal Trust Company | EVP & Chief Credit Officer (CCO) | 2019; 2025 | Senior credit leadership; oversight of credit risk and portfolio quality |
| Chemung Canal Trust Company | EVP, CCO & Chief Risk Officer (CRO) | 2020 | Combined credit and enterprise risk oversight |
| KeyBank | Regional Sales Executive, East Region | 2016 | Commercial growth leadership in East Region |
| KeyBank | Merger Integration Leadership Team (Member) | 2015–2017 | Integration execution for major bank merger initiatives |
Fixed Compensation
Multi-year compensation (as reported in the Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 248,040 | 260,442 | 281,278 |
| Cash Bonus | 75,000 | 72,500 | 75,000 |
| Stock Awards (Grant-Date Fair Value) | 75,024 | 72,545 | — (see note) |
| All Other Compensation | 86,172 | 91,736 | 96,564 |
| Total Compensation | 484,236 | 497,223 | 452,842 |
- Notes:
- In March 2024, the Compensation Committee shifted NEO incentive payouts (other than CEO) to February following year-end; as a result, 2024 stock awards to NEOs were paid in February 2025 and will be presented in the 2026 Proxy (no 2024 stock awards appear in the 2024 SCT line for non-CEO NEOs) .
- 2024 base salary rates were set in December 2023: Cosgrove from $260,442 to $270,860 (+4%, +$10,418) .
2024 “All Other Compensation” detail for Cosgrove:
| Component (USD) | 2024 |
|---|---|
| Employer Contributions to 401(k) | 16,188 |
| Dividends on Restricted Stock Awards | 5,393 |
| Club Memberships | 18,727 |
| Defined Contribution SERP Contribution (20% of base salary) | 56,256 |
| Total | 96,564 |
Performance Compensation
- Structure: The Compensation Committee applies discretion rather than rigid formulas, evaluating corporate and individual performance for each NEO. Metrics considered include net income, ROE, efficiency, asset quality, performance versus peers, and progress on long-term strategic objectives; the Committee may adjust awards based on qualitative factors (leadership, culture) . For 2024, aggregate NEO cash awards totaled $322,500; non-CEO NEO restricted stock related to 2024 service was granted/payed in 2025 and will appear in the 2026 proxy .
Incentive outcomes (Cosgrove):
| Year | Incentive Type | Metric Basis | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 | Cash bonus | Committee discretion: net income, ROE, efficiency, asset quality, peer-relative results, strategic progress | Not disclosed | $75,000 | N/A (cash) |
| 2024 | Restricted stock | Same program; non-CEO NEO equity paid in Feb 2025 for 2024 | Not disclosed | Granted/paid in 2025; will be shown in 2026 proxy | Generally 5 equal annual installments (standard) |
| 2023 | Restricted stock | Annual equity grant | Not disclosed | 1,479 RSAs; $72,545 GDFV | 5 equal annual installments starting 12/19/2024 |
| 2022 | Restricted stock | Annual equity grant | Not disclosed | 1,301 RSAs; $64,790 GDFV | 5 equal annual installments starting 12/20/2023 |
- Plan design notes:
- Equity vesting for NEOs generally occurs in five equal annual installments commencing one year after grant; CEO awards vest after one year .
- The Corporation does not historically grant stock options and granted none in 2024 .
Equity Ownership & Alignment
- Beneficial ownership: Cosgrove beneficially owned 6,466 shares as of April 7, 2025 (less than 1% of 4,789,963 shares outstanding) .
- Anti-hedging and anti-pledging: Executives are prohibited from hedging and from pledging/margining Corporation stock .
- Outstanding unvested restricted stock at 12/31/2024:
| Grant Date | Unvested Shares | Market Value at 12/31/2024 ($48.81/share) |
|---|---|---|
| 12/19/2023 | 1,184 | $57,791 |
| 12/20/2022 | 976 | $47,639 |
| 12/15/2021 | 689 | $33,630 |
| 12/16/2020 | 188 | $9,176 |
| Vesting terms | Five equal annual installments commencing one year after grant (standard for NEOs) | — |
- Options: The company has not historically granted stock options; none were granted in 2024 .
Employment Terms
- Change-in-control (CIC) agreements: For Cosgrove, upon termination without cause or resignation for good reason within 12 months following a CIC, severance equals 2.0x the highest annual base salary and highest annual incentive award (cash and/or stock) from the year of CIC or either of the prior two years, paid in equal monthly installments over 24 months; unvested restricted stock vests on a double-trigger basis . The Defined Contribution SERP vests and is paid in a lump sum upon a CIC (single trigger) .
- Potential payments (assuming 12/31/2024 termination):
| Scenario | Severance | Restricted Stock | Defined Contribution SERP | Disability Benefit | Total |
|---|---|---|---|---|---|
| Involuntary without cause or good reason within 1 year of CIC | $852,556 | $148,236 | $287,778 | — | $1,288,570 |
| Voluntary resignation | — | — | $143,889 | — | $143,889 |
| Retirement | — | — | $143,889 | — | $143,889 |
| Disability | — | — | $287,778 | $59,174 | $346,952 |
| Death | — | $148,236 | $287,778 | — | $436,014 |
| Involuntary with cause | — | — | — | — | — |
| Involuntary without cause or good reason (non-CIC) | — | — | $143,889 | — | $143,889 |
- Clawback: Awards under the 2025 Equity Incentive Plan are subject to SOX 304, Dodd-Frank, and Company clawback policy; awards may be reduced/forfeited/recouped under specified events (e.g., policy violations, non-compete breaches, misconduct) .
Performance & Track Record
- Company pay-versus-performance metrics: Cumulative TSR value of initial $100 investment was $103 (2022), $114 (2023), $114 (2024), and net income was $28.8M (2022), $25.0M (2023), $23.7M (2024) .
- Role evolution: Cosgrove led credit as CCO since 2019, combined credit and enterprise risk in 2020 as CCO/CRO, and returned to CCO in 2025 .
- Prior experience: Regional sales leadership and merger-integration execution at KeyBank, evidencing commercial growth and M&A integration experience .
Compensation Committee Analysis
- Philosophy: Simple structure emphasizing base salary plus discretionary cash and restricted stock incentives; quantitative and qualitative factors considered; no rigid formula weights .
- Peer benchmarking: Independent consultant Aon advised in 2024; 23-bank peer set in CT, ME, MA, NY, OH, PA ($1.3B–$6.1B assets); total compensation targeted around peer averages .
- Say-on-pay: 2024 shareholder advisory vote on 2023 pay received ~96.6% approval; Committee made no substantial program changes following review .
Equity Plan and Vesting Mechanics
- 2021 Equity Incentive Plan (in effect for outstanding awards): predominantly restricted stock; NEO awards generally vest over five years; CEO one-year vesting .
- 2025 Equity Incentive Plan (submitted for shareholder approval): includes minimum one-year vesting with limited exceptions; maintains clawback; performance measures that may be used include earnings, ROE/ROA, efficiency, asset quality, TSR, loan/deposit/asset growth, and strategic objectives, among others .
Investment Implications
- Alignment and selling pressure: Cosgrove’s ownership is modest (6,466 shares; <1%); alignment relies on multi-year restricted stock vesting with anti-hedging/anti-pledging prohibitions that reduce forced or leveraged selling risk .
- Retention and M&A: CIC severance at 2.0x salary+incentive with double-trigger equity acceleration and single-trigger SERP creates retention through uncertainty but poses M&A execution cost considerations; outside CIC, severance is not provided per potential payments table .
- Pay-for-performance transparency: Discretionary incentive design allows qualitative judgment across net income, ROE, efficiency, asset quality, and peer-relative performance, but limited disclosure of specific weights/targets reduces predictability for investors .
- Performance context: TSR held steady from 2023 to 2024 while net income declined, underscoring the importance of credit discipline and margin/efficiency execution in 2025+; monitor subsequent equity grants under the 2025 plan and quarterly credit quality trends for compensation-outcome alignment .
- Governance: Strong say-on-pay support (~96.6%) and explicit clawback, anti-hedging/anti-pledging, and option-avoidance policies are shareholder-friendly signals .