Ronald M. Bentley
About Ronald M. Bentley
Ronald M. Bentley, age 72, is an independent director of Chemung Financial Corporation and Chemung Canal Trust Company, serving on the Board since 2007; he is a former President & CEO (April 2007–July 2015), President & COO (July 2006–April 2007), and served as a consultant to the Corporation and Bank during 2018, bringing 35 years of banking leadership, strategic planning, and organizational expertise . He is classified as independent under NASDAQ standards (independence effective January 1, 2021), with all directors other than the CEO deemed independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chemung Financial Corporation / Chemung Canal Trust Company | President & CEO | Apr 2007–Jul 2015 | Led bank and holding company; strategic planning and management |
| Chemung Financial Corporation / Chemung Canal Trust Company | President & COO | Jul 2006–Apr 2007 | Operational leadership ahead of CEO role |
| Chemung Financial Corporation / Chemung Canal Trust Company | Consultant | Jan 1, 2018–Dec 31, 2018 | Advisory support post-CEO tenure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: Bentley is a member of the Compensation & Personnel Committee; he is not listed on the Audit or Nominating & Governance Committees .
- Committee chairs: Audit—David M. Buicko; Nominating & Governance—Thomas R. Tyrrell; Compensation & Personnel—Stephen M. Lounsberry III .
- Independence: Board determined all directors except the CEO (Mr. Tomson) are independent; Bentley became independent per NASDAQ standards effective January 1, 2021 .
- Attendance and engagement: In 2024, the Corporation and Bank Boards each held 12 regular meetings; each then-current director attended at least 75% of their assigned Board and committee meetings; independent directors held two executive sessions, with ten of thirteen directors attending the 2024 Annual Meeting .
- Anti-hedging/pledging: Directors and executive officers are prohibited from hedging or pledging company stock, including short sales and transactions in publicly-traded options .
- Board leadership: Chairman role separated from CEO; David J. Dalrymple served as Chairman in 2024, supporting independent oversight .
Fixed Compensation
- Structure: Non-employee directors receive cash retainers and meeting fees; supplemental retainers and chair fees apply to Board and committee chairs (paid quarterly and trued up) .
| Cash Fee Component (2024 schedule) | Amount ($) |
|---|---|
| Basic Annual Retainer | 11,500 |
| Chair of the Board Supplemental Retainer | 7,750 |
| Chair of the Board Fees | 3,500 |
| Chair of Audit Committee Supplemental Retainer | 2,875 |
| Chair of Audit Committee Chair Fees | 1,250 |
| Chair of Executive Committee Chair Fees | 250 |
| Chair of Enterprise Risk Committee Chair Fees | 1,000 |
| Chair of Loan Committee Chair Fees | 3,000 |
| Chair of Trust Committee Chair Fees | 1,500 |
| Chair of Compensation Committee Chair Fees | 750 |
| Chair of Nominating & Governance Committee Chair Fees | 250 |
| Chair of Asset Liability Committee Chair Fees | 1,000 |
| Meeting fees (Board, committees, chair per meeting) | 500 |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | 2024 Total ($) |
|---|---|---|---|---|
| Ronald M. Bentley | 31,750 | 29,010 | 3,458 (includes mileage, advisory board fees, dividends) | 64,218 |
- Deferred fee plan: Directors may defer fees into stock-denominated units payable in shares; one non-active participant currently .
Performance Compensation
- Annual equity grants: Non-employee directors receive time-based restricted stock that fully vests on the first anniversary of grant; Bentley’s 2024 unvested restricted shares outstanding at year-end were 603, with grant-date fair value of $29,010 (January 17, 2024 awards) .
- Vesting policy: Under the equity plans, director awards are subject to a minimum one-year vest, with directors’ awards permitted to vest on the earlier of one-year or the next annual meeting at least 50 weeks after the prior meeting; accelerated vesting may occur upon death, disability, or qualifying termination following a change in control .
| Equity Award Detail (Director) | Value |
|---|---|
| Grant date (latest director grant cycle) | Jan 17, 2024 |
| Unvested restricted shares (Bentley, as of 12/31/2024) | 603 |
| Grant-date fair value (Bentley 2024) | $29,010 |
| Vesting schedule | Full vest at 1-year from grant; director awards permitted to vest by next annual meeting ≥50 weeks from prior |
| Dividends on unvested restricted stock | Included in “All Other Compensation” for directors |
| Clawback | Awards subject to clawback in the event of restatement due to misconduct; may be subject to Dodd‑Frank policy |
Note: No performance metrics are applied to director equity; director restricted stock is time-based, not performance-based .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Bentley in the proxy biographies .
- Compensation Committee interlocks: None existed in fiscal 2024; Bentley served as CEO historically but is independent under NASDAQ standards as of January 1, 2021 .
Expertise & Qualifications
- 35 years in banking industry with leadership, management, strategic planning and organizational skills; former CEO/COO of CHMG/Chemung Canal Trust Company .
- Committee experience: Compensation & Personnel Committee member .
Equity Ownership
| Holder | Beneficially Owned Shares (#) | % of Shares Outstanding | Unvested Restricted Shares (#) |
|---|---|---|---|
| Ronald M. Bentley (as of 4/7/2025) | 46,601 | <1% (based on 4,789,963 shares) | 613 (director unvested count per note) |
- Anti-pledging/hedging: Policy prohibits directors from pledging company stock or engaging in hedging/derivative transactions; short sales and publicly-traded options are prohibited .
- Ownership guidelines: No specific director stock ownership guidelines disclosed in the proxy .
Related-Party and Conflicts Review
- Loans to directors/officers: Aggregate outstanding loans to directors, executive officers, and related parties were $25.4 million at 12/31/2024, made on market terms, within normal risk, and compliant with federal banking regulations; any related transactions are reviewed by independent Board members .
- Bentley-specific related-party transactions: None disclosed; independence affirmed for Compensation Committee members, with Bentley independent as of 1/1/2021 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay (for 2023 NEO compensation): Approximately 96.6% of votes cast approved executive compensation; Compensation Committee made no substantial changes following strong support .
Governance Assessment
- Board effectiveness: Bentley adds deep bank operating experience as a long-tenured former CEO and current independent director; however, legacy executive status requires vigilance on Compensation Committee independence—Board affirms independence and absence of 2024 interlocks .
- Engagement and attendance: Board/committee cadence was robust in 2024 (12 Board meetings; Compensation Committee met 6 times), with all directors meeting at least the 75% attendance threshold and independent executive sessions held twice, supporting oversight quality .
- Alignment and red flags: Director equity grants are time-based without performance conditions; anti-hedging/pledging policy strengthens alignment; no Bentley-specific related-party transactions disclosed; aggregate director loans are ordinary-course and market-based—no adverse features reported .
- Compensation mix: Bentley’s 2024 total director compensation of $64,218 comprised cash fees ($31,750), equity ($29,010), and other ($3,458), indicating a balanced cash/equity mix with modest perquisites/dividends; equity vests in one year, supporting share ownership without performance linkage .
RED FLAGS
- Former CEO serving on the Compensation Committee can raise perceived conflict risks, though independence was re-established and the proxy affirms committee independence with no interlocks in 2024 .
- Director equity awards lack performance metrics; time-based vesting may reduce pay-for-performance signaling at the Board level (consistent with common director pay structures) .