Raimundo C. Archibold Jr.
About Raimundo C. Archibold Jr.
Raimundo C. Archibold Jr. (age 66 as of Jan 1, 2025) has served as an independent director of Chemung Financial Corporation since February 2021. He is a Managing Director at Schwartz Heslin Group (since 2010) and previously worked at various investment banking firms covering technology companies and financial institutions, bringing >30 years of experience in strategic planning, corporate finance, accounting, M&A, community development, and financing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schwartz Heslin Group | Managing Director | 2010–present | Business advisory and investment banking for family/entrepreneur-owned businesses |
| Various investment banking firms | Banker covering tech and financials | Pre-2010 | Corporate finance and M&A advisory experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Schwartz Heslin Group | Managing Director | Listed in CHMG proxy biography; no other public company directorships disclosed in biography |
Board Governance
- Committee assignments (year-over-year):
- 2023: Enterprise Risk Committee member; not on Audit/Compensation/Nominating .
- 2024: Enterprise Risk Committee member; not on Audit/Compensation/Nominating .
- 2025: Audit Committee member (Audit), no roles on Nominating & Governance or Compensation & Personnel (committee structure consolidated in 2025) .
- Audit Committee engagement: Listed among Audit Committee members in the 2025 Audit Committee Report (five meetings held in 2024) .
- Independence: The Board determined all directors except the CEO (Tomson) were independent; Audit Committee members, including Archibold, met the SEC’s more stringent independence rules in 2025 .
- Attendance: In 2024, each director attended ≥75% of Board and committee meetings; independent directors held two executive sessions in 2024 (three in 2023) .
- Board leadership: CEO and Chairman roles are separated; independent oversight structure maintained .
Fixed Compensation
- Director cash fee framework (2024):
- Basic annual retainer $11,500; meeting fees $500 per Board/committee/chair meeting; chair supplemental retainers vary by committee (e.g., Audit Chair $2,875 + $1,250 chair fees; Nominating Chair $250) .
- Archibold’s director cash compensation (yoy):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 28,500 | 25,500 | 25,500 |
| All Other Compensation ($) | 572 (restricted stock dividends) | 568 (restricted stock dividends) | 1,731 (includes restricted stock dividends; advisory board/mileage not indicated for Archibold) |
| Total Compensation ($) | 57,085 | 54,107 | 55,231 |
Performance Compensation
- Director equity awards (time-based; annual grants that vest on first anniversary):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant Date | Jan 27, 2022 | Jan 19, 2023 | Jan 17, 2024 |
| Unvested Restricted Shares Outstanding at Year-End (#) | 615 | 611 | 582 |
| Grant Date Fair Value ($) | 28,013 | 28,039 | 28,000 |
| Vesting | 1-year vest (directors) | 1-year vest (directors) | 1-year vest (directors) |
- Performance metrics: Director equity grants are time-based; no performance conditions are disclosed for director awards under CHMG’s plans (restricted stock for directors generally vests on a one-year schedule; dividends paid on time-based unvested restricted stock) .
Other Directorships & Interlocks
- No other public company directorships are listed in Archibold’s CHMG proxy biography; interlocks or related-party transactions specific to Archibold are not disclosed (contrast: related-party lease disclosed for Director Buicko’s entity) .
Expertise & Qualifications
- Qualifications cited by the Board: strategic planning, corporate finance and accounting, mergers and acquisitions, community development, and financing (>30 years) .
- Audit oversight experience (committee membership in 2025) supports financial governance and control effectiveness .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total Beneficial Ownership (Shares) | 1,226 | 1,383 | 1,975 |
| Unvested Restricted Shares Included (#) | 611 | 582 | 592 |
| Ownership as % of Shares Outstanding | <1% (4,710,018 shares outstanding) | <1% (4,751,977 shares outstanding) | <1% (4,789,963 shares outstanding) |
| Anti-hedging/pledging policy | Hedging/pledging prohibited for directors |
Fixed vs Equity Mix – Director Compensation (Structure Analysis)
- Mix stability: Equity grant fair value remained ~flat YoY ($28.0–$28.04k), cash fees decreased from 2022 to 2023 and held steady in 2024; suggests stable director pay with modest fluctuations in meeting/chair activity .
- Incentive risk profile: Director awards are time-based RS (no options; CHMG historically has not granted stock options to directors), reducing risk of option repricing; plan explicitly prohibits repricing/buyouts of underwater options .
Say‑on‑Pay & Shareholder Feedback (Context for Governance Quality)
| Item | 2023 | 2024 |
|---|---|---|
| Say‑on‑pay approval (% of votes cast) | ~99% | ~96.6% |
Governance Assessment
- Board effectiveness: Move from Enterprise Risk to Audit in 2025 increases Archibold’s direct oversight over financial reporting and controls; his background in corporate finance/M&A aligns with Audit responsibilities .
- Independence and attendance: Meets stringent Audit independence rules; attendance thresholds met; executive sessions held regularly (two in 2024; three in 2023), supporting independent oversight .
- Alignment and ownership: Beneficial ownership increased from 1,226 (2023) → 1,383 (2024) → 1,975 (2025) with annual restricted stock; anti‑hedging/pledging policy strengthens alignment; ownership remains <1% given CHMG’s share count .
- Conflicts/related‑party exposure: No related-party transactions disclosed for Archibold; overall Committee Interlocks absent per SEC definition in 2024 .
- RED FLAGS: None observed specific to Archibold (no Section 16(a) filing delinquencies noted in 2023–2024 disclosures; anti‑hedging/pledging policy in place; no option repricing) .
Implications: Archibold’s credentials and shift onto the Audit Committee enhance board oversight of financial reporting at CHMG, with stable, modest director compensation and increasing share ownership supporting alignment. The absence of disclosed conflicts, solid independence, and strong say‑on‑pay outcomes bolster investor confidence in governance quality .