Thomas R. Tyrrell
About Thomas R. Tyrrell
Independent director of Chemung Financial Corporation (CHMG) since 2014; age 74 as of January 1, 2025. Vice President at NFP, an Aon Company, since 2014; previously Albany Area Chairman at Arthur J. Gallagher & Co., focused on surety and P&C insurance for construction. Core credentials include business management, sales, business ownership experience, and service on non-profit boards. He is classified as independent under NASDAQ listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NFP, an Aon Company | Vice President | Since 2014 | Insurance agency leadership; risk products for construction |
| Arthur J. Gallagher & Co. | Albany Area Chairman (former) | Formerly (dates not disclosed) | Regional leadership in surety and P&C insurance for construction |
External Roles
| Organization | Role | Public Company Directorship? | Notes |
|---|---|---|---|
| NFP, an Aon Company | Vice President | Not disclosed | External executive role; no other public boards disclosed in CHMG proxy |
Board Governance
| Attribute | Details |
|---|---|
| Committee memberships | Audit Committee member; Compensation & Personnel Committee member; Chair, Nominating & Governance Committee |
| Independence status | Determined independent; meets stricter SEC/NASDAQ independence requirements for Audit and Compensation Committees |
| Years of service on CHMG board | Director since 2014 |
| Executive sessions | Independent directors held two executive sessions in 2024; three in 2023 |
| Attendance | Each director attended at least 75% of assigned Board and committee meetings in 2024 and 2023 (individual percentages not disclosed) |
| Board leadership | CEO and Chair roles separated; Chair presides over executive sessions (Chair: David J. Dalrymple) |
| Executive Committee (historical) | Member of Executive Committee; committee met two times in 2023 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 32,500 | 29,002 | 588 (dividends on restricted stock) | 62,090 |
| 2024 | 31,250 | 29,010 (grant date fair value) | 2,257 (advisory fees/dividends/mileage per footnotes) | 62,517 |
Director fee schedule (latest disclosed):
- Annual retainer: $11,500
- Meeting fees: $500 per Board or committee meeting (including chairs)
- Chair supplemental retainers/fees (examples): Chair of Board supplemental $7,750; Audit Chair supplemental $2,875; Nominating & Governance Chair fees $250; Compensation Chair fees $750; Committee chair fees vary by committee
Directors’ Deferred Fee Plan available (elective deferral into stock-denominated units; not disclosed that Tyrrell participates) .
Performance Compensation
| Grant Year | Grant Date | Shares (Unvested at Year-End) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2023 | 1/19/2023 | 632 (awarded in 2023; unvested at 12/31/2023) | 29,002 | Director grants vest fully on the first anniversary of grant date |
| 2024 | 1/17/2024 | 603 (unvested at 12/31/2024) | 29,010 | Director grants vest fully on the first anniversary of grant date |
Plan features and metrics:
- Equity awards under 2025 Equity Incentive Plan include restricted stock and RSUs; minimum 1-year vesting for directors (earlier of one-year or next annual meeting ≥50 weeks after prior meeting) .
- Clawback: awards subject to clawback upon misconduct-related restatement; also subject to any CHMG clawback policy .
- Performance awards (if used) may reference metrics such as ROE, diluted EPS, net income, efficiency ratio, growth in loans/deposits, NPLs, etc. (no director-specific performance awards disclosed) .
Other Directorships & Interlocks
| Company | Role | Interlock/Related Party | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Tyrrell in CHMG proxies |
Related party transactions (board-wide):
- No transactions disclosed involving Tyrrell. A separate lease with an entity affiliated with Director David M. Buicko is disclosed; audit/independence reviews affirmed terms as ordinary course and arms-length. Aggregate loans to directors/executives and related parties were $25.4M as of 12/31/2024; all ordinary course and performing.
Expertise & Qualifications
- Insurance and risk management expertise via senior roles at NFP and Arthur J. Gallagher, supporting oversight of governance and risk areas.
- Experience in business management, sales, and business ownership; service on non-profit boards; suitable for Nominating & Governance chairmanship.
Equity Ownership
| As of Record Date | Beneficially Owned Shares (#) | Unvested Restricted Shares (#) | % of Outstanding Shares |
|---|---|---|---|
| April 8, 2024 | 7,787 (includes 603 unvested RS) | 603 | <1% (based on 4,751,977 shares outstanding) |
| April 7, 2025 | 8,533 (includes 603 unvested RS) | 603 | <1% (based on 4,789,963 shares outstanding) |
Alignment policies:
- Anti-hedging and anti-pledging policy prohibits short sales, derivatives, and pledging/margin accounts for directors and executives.
Governance Assessment
- Independence and committee leadership: Tyrrell is independent and chairs Nominating & Governance, with memberships on Audit and Compensation—positions requiring heightened independence—supporting board effectiveness.
- Engagement: Board held 12 meetings in 2024; all directors met at least 75% attendance; independent directors met in executive session twice (2024) and three times (2023), indicating active oversight.
- Ownership alignment: Holds 8,533 shares (including 603 unvested restricted shares) as of April 7, 2025; director equity grants vest annually, reinforcing alignment; anti-hedging/pledging policy strengthens alignment.
- Compensation mix: Receives balanced cash fees plus annual time-based restricted stock (2023 total $62,090; 2024 total $62,517), typical for community bank boards; no performance-linked director grants disclosed.
- Conflicts and related-party exposure: No related-party transactions disclosed for Tyrrell; board has processes for review and approval of any director transactions; notable related-party lease involves a different director.
- Executive Committee concentration risk (mitigated): Tyrrell served on the Executive Committee, which has full Board authority but met only twice in 2023, limiting concentration and indicating sparing use.
- Shareholder support: Say-on-pay received ~96.6% approval in 2024 for 2023 NEO compensation, signaling broad investor confidence in CHMG’s governance and pay practices (contextual to overall governance environment).