Stephen M. Lounsberry III
About Stephen M. Lounsberry III
Independent director of Chemung Financial Corporation since 1995; age 71 as of January 1, 2025. President of Applied Technology Manufacturing Corp. since 1981; formerly a commercial bank internal auditor and a vice president at a community bank, bringing management, marketing, sales, operations, strategic planning, and broad banking knowledge to the board . Determined independent under NASDAQ standards; not the CEO (the only non-independent director) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unnamed commercial bank | Internal Auditor | Not disclosed | Banking controls and audit experience |
| Unnamed community bank | Vice President | Not disclosed | Banking operations/management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Applied Technology Manufacturing Corp. | President | Since 1981 | Manufacturer of machined industrial/railroad components |
Board Governance
- Committee leadership: Chair, Compensation & Personnel Committee (since 2012); member, Nominating & Governance Committee .
- 2024 committee service also included Enterprise Risk Committee; member of Executive Committee (dual capacity Corp/Bank) in 2023 .
- Independence: Board determined all directors except the CEO are independent; Compensation Committee members (including Lounsberry) meet NASDAQ/SEC independence requirements .
- Attendance and engagement: In 2024, the Board and Bank Boards held 12 regular meetings each; each director attended at least 75% of assigned meetings. Independent directors held two executive sessions in 2024 (three in 2023) .
- Board structure: Chair separate from CEO; Chairman of the Board is David J. Dalrymple (no term limits; mandatory retirement at 75, waivable) .
| Committee Assignment | 2024 | 2025 |
|---|---|---|
| Audit | No | No |
| Enterprise Risk | Member | Board-level oversight continues; committee table shows 3 standing committees |
| Compensation & Personnel | Chair | Chair |
| Nominating & Governance | Member | Member |
| Executive Committee | Member (2023) | Not listed in 2025 table |
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 31,500 | 32,000 |
| All Other Compensation | 588 | 757 |
| Total Director Compensation | 61,090 | 61,767 |
Director cash fee schedule (selected items; annual basis):
| Fee Component | 2023 Amount ($) | 2024 Amount ($) |
|---|---|---|
| Basic Annual Retainer | 11,500 | 11,500 |
| Board/Committee Meeting Fee (per meeting) | 500 | 500 |
| Compensation Committee Chair Fee | 1,000 | 750 |
| Nominating & Governance Chair Fee | 750 | 250 |
Notes: Annual retainer and meeting fees unchanged; Compensation Chair fee decreased in 2024 vs. 2023, pointing to cost discipline .
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual Restricted Stock Award (Grant Date Fair Value, $) | 29,002 (granted 1/19/2023) | 29,010 (granted 1/17/2024) |
| Vesting | Fully vests on first anniversary of grant date (director awards) | Fully vests on first anniversary of grant date (director awards) |
Equity plan features relevant to director awards:
- Awards are time-based restricted stock; no director-specific performance metrics disclosed for equity grants .
- Plan-wide performance metrics exist (e.g., ROE, EPS, efficiency ratio, loan/deposit growth) for performance awards, but director grants are described as time-based; clawback applies to awards under equity plans .
- Minimum 1-year vesting with limited exceptions; double-trigger acceleration upon change-in-control and involuntary termination for applicable awards .
Other Directorships & Interlocks
| Company | Role | Public/Private | Committee Roles | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | Proxy biographies do not list other public company boards . |
- Compensation Committee interlocks: None; Bentley is independent per NASDAQ since 1/1/2021 .
Expertise & Qualifications
- Long-tenured independent director (since 1995) with leadership of Compensation Committee since 2012, overseeing CEO/NEO pay, peer selection, incentive structures, and director compensation .
- Career background spans manufacturing leadership and prior banking audit/operations roles; board biography cites management, marketing, sales, operations, strategic planning, and banking expertise .
- Audit and compensation independence compliance; Audit Committee financial expert designated as Buicko (not all audit members required) .
Equity Ownership
| Ownership Item | 2024 (Record Date 4/8/2024) | 2025 (Record Date 4/7/2025) |
|---|---|---|
| Beneficially Owned Shares (#) | 21,394 | 22,457 |
| % of Outstanding Shares | <1% (of 4,751,977 shares) | <1% (of 4,789,963 shares) |
| Unvested Restricted Shares (#) | 603 (director equity) | 624 (director equity) |
| Deferred Fee Plan Units (memorandum, no voting) | 17,044 (excluded from beneficial ownership) | 17,500 (excluded from beneficial ownership) |
| Anti-Hedging/Pledging Status | Hedging and pledging prohibited by Insider Trading Policy (directors/officers) |
Governance Assessment
- Positives:
- Independent director, long-standing committee leadership (Compensation Chair), and consistent attendance threshold met; independent directors hold regular executive sessions .
- Strong shareholder support for Say‑on‑Pay (approx. 99% for 2023; ~96.6% for 2024), indicating general investor acceptance of pay practices overseen by Compensation Committee .
- Director equity grants vest annually and are subject to clawback under equity plans; anti‑hedging/pledging policy strengthens alignment .
- Compensation Chair fee reduction and fee schedule adjustments support cost control .
- Watch items / potential red flags:
- Very long tenure (since 1995) combined with board policy against term limits (retirement age 75, waivable) can raise entrenchment perception; continued refresh is noted by the board but monitoring is prudent .
- Executive Committee membership (2023) centralizes authority for urgent matters; while limited by bylaws, it concentrates decisions among a subset of directors—monitor use and transparency .
- Related‑party transactions exist at the board level (e.g., branch lease with an entity affiliated with another director) and a significant aggregate of insider loans (at market terms); no transactions specific to Lounsberry are disclosed, but continued oversight remains essential .
- Overall investor confidence signal: High Say‑on‑Pay approval, clear independence determinations, anti‑hedging/pledging rules, and clawback adoption support governance quality under Lounsberry’s Compensation Committee leadership, while long tenure and committee concentration merit ongoing evaluation .