Richard E. Forrestel Jr.
About Richard E. Forrestel Jr.
Independent director of Chemung Financial Corporation since October 2020; age 67 (as of Jan 1, 2025). Treasurer of Cold Spring Construction Company since 1987 and a Certified Public Accountant (CPA). Brings accounting, auditing, and strategic planning experience, plus prior service on a community bank board for 22 years covering “all aspects of banking.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cold Spring Construction Company | Treasurer | 1987–Present | Financial leadership; accounting and auditing expertise |
| Community bank (not named) | Director | 22 years | Gained knowledge in all aspects of banking |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Cold Spring Construction Company | Treasurer | Private | Highway construction firm; no disclosed related-party transactions with CHMG |
Board Governance
- Committee assignments: Audit Committee member; not a chair .
- Independence: Board determined all directors except CEO are independent; Audit Committee members meet SEC’s more stringent independence; Forrestel included .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; independent directors held two executive sessions in 2024 .
- Audit Committee engagement: Committee met five times in 2024; Forrestel listed among members in Audit Committee Report .
- Board leadership: Chairman role separate from CEO; Chairman in 2024 was David J. Dalrymple .
- Retirement age: Directors retire at/after age 75 unless waived .
- Anti-hedging/pledging: Directors prohibited from hedging and pledging CHMG stock .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash fees (Forrestel) | $28,500 | Flat annual retainer plus meeting fees and any applicable supplemental fees |
| Unvested restricted shares outstanding (12/31/2024) | 582 | Will fully vest on first anniversary of grant date |
| Stock awards (grant-date fair value, 1/17/2024) | $28,000 | Director annual equity grant (restricted stock) |
| All other compensation (Forrestel) | $731 | Dividends paid on restricted stock |
| Total FY 2024 compensation (Forrestel) | $57,231 | Sum of cash, equity fair value, and other |
Director fee schedule (structure):
| Fee Type | Amount |
|---|---|
| Basic Annual Retainer | $11,500 |
| Chair of the Board Supplemental Retainer | $7,750 |
| Chair of the Board Fees | $3,500 |
| Audit Committee Chair Supplemental Retainer | $2,875 |
| Audit Committee Chair Fees | $1,250 |
| Executive Committee Chair Fees | $250 |
| Enterprise Risk Committee Chair Fees | $1,000 |
| Loan Committee Chair Fees | $3,000 |
| Trust Committee Chair Fees | $1,500 |
| Compensation Committee Chair Fees | $750 |
| Nominating & Governance Committee Chair Fees | $250 |
| Asset Liability Committee Chair Fees | $1,000 |
| Meeting fees (Board/Committees/Chairs) | $500 per meeting |
Performance Compensation
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting | Dividend Treatment | Clawback |
|---|---|---|---|---|---|---|
| 1/17/2024 | Restricted Stock | 582 (unvested at 12/31/2024) | $28,000 | Full vest on 1-year anniversary | Dividends paid on unvested RS | Awards subject to clawback (SOX 304/Dodd-Frank) |
- Options: Company had no outstanding stock options as of April 7, 2025; historically does not grant options .
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Forrestel in 2025 proxy |
- Related-party exposure: Aggregate loans to directors/executives/related parties totaled $25.4 million (ordinary course, market terms), with no unfavorable features; no Forrestel-specific transactions disclosed .
Expertise & Qualifications
- CPA; deep accounting and auditing expertise, strategic planning .
- 22 years of prior community bank board experience, covering all aspects of banking .
- Treasurer role at an operating company (construction), adds operational finance and controls perspective .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Unvested RS (Shares) | Notes | |---|---:|---:|---| | 12/31/2024 | 14,639 | <1% (based on 4,789,963 shares) | 582 | Unvested RS from Jan 2024 grant | | 4/7/2025 (record date) | 14,639 | <1% | 592 | Footnote lists unvested RS by director as of record date |
- Anti-hedging/pledging: Directors prohibited from hedging or pledging CHMG stock .
Governance Assessment
- Board effectiveness and independence: Forrestel is an independent director and Audit Committee member meeting heightened SEC independence standards; separation of Chair/CEO supports oversight .
- Engagement: Audit Committee met five times in 2024; Board and Bank boards held 12 meetings each; directors met ≥75% attendance; independent directors met in executive session twice, indicating active oversight .
- Pay structure and alignment: Balanced director pay (cash + time-based restricted stock); 2024 cash $28,500, equity $28,000; dividends on unvested RS support long-term alignment; no options outstanding, reducing repricing risk .
- Ownership: Forrestel holds 14,639 shares (<1%), plus unvested RS; anti-hedging/pledging policy strengthens alignment with long-term shareholders .
- Clawbacks and controls: Equity awards subject to clawback (SOX 304/Dodd-Frank); Audit Committee charter re-approved, robust oversight disclosures .
- Shareholder signals: 2025 Say-on-Pay passed (3,252,181 For vs 119,310 Against); Equity Incentive Plan approved (2,777,813 For vs 604,566 Against), indicating investor support for governance and pay frameworks .
- Conflicts/RED FLAGS: No specific related-party transactions involving Forrestel disclosed; aggregate insider loans are ordinary course on market terms; hedging/pledging prohibited. No attendance shortfalls or committee interlocks noted.