Vincent M. Cutrona
About Vincent M. Cutrona
Vincent M. Cutrona, age 49, is Executive Vice President of the Bank and President of Canal Bank, a division of Chemung Canal Trust Company, and has been with the Bank since 2024; he is not a Named Executive Officer (NEO) under CHMG’s proxy disclosure framework . As a senior officer, his incentives fall under Chemung’s discretionary pay structure, where the Compensation Committee uses judgement instead of fixed formulas and can award cash bonuses and restricted stock based on individual contributions and divisional results; restricted stock for senior officers generally vests over five years, and directors/executives are prohibited from hedging or pledging company stock .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chemung Canal Trust Company (Bank) | Senior Vice President and President of Canal Bank (division) | 2024 | Not disclosed in proxy |
| Chemung Canal Trust Company (Bank) | Executive Vice President and President of Canal Bank (division) | 2025 | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uniland Development | Director of Capital Markets | 2022 | Not disclosed in proxy |
| Evans Bank | Senior Vice President/Commercial Banking Director | 2006 | Not disclosed in proxy |
Fixed Compensation
- Mr. Cutrona’s base salary, target bonus, and actual bonus are not individually disclosed; he is not an NEO, and the Summary Compensation Table covers NEOs only .
- Chemung’s program for senior officers allows discretionary cash awards and restricted stock based on contributions, divisional results, service quality, and strategic execution; there is no expectation that awards are paid every year .
Performance Compensation
- Chemung does not use formula-driven plans; the Compensation Committee retains discretion and considers financial/business plan progress, peer comparisons, and subjective criteria (leadership, morale, culture). CEO metrics include net income, ROE, efficiency, asset quality, peer performance, and strategic progress; senior officers are evaluated on accountability for specific financial, operational, and risk objectives that drive growth and profitability .
- No specific metric weightings, targets, or payouts are disclosed for Mr. Cutrona .
Equity Ownership & Alignment
| Item | Detail | Notes |
|---|---|---|
| Individual beneficial ownership | Not individually disclosed for Mr. Cutrona | Beneficial ownership table lists NEOs/directors; he is not included |
| Directors/executives group ownership | 594,710 shares; 12.41% of outstanding | Based on 4,789,963 shares outstanding as of April 7, 2025 |
| Anti-hedging/anti-pledging | Prohibited for directors and executive officers | No short sales, options, hedging, or pledging of CHMG stock |
| Vesting standards | Senior officer restricted stock generally vests over 5 years (equal annual installments) | Acceleration for death/disability or involuntary termination following change in control (double-trigger) |
| Equity plan change-in-control | 2025 Equity Incentive Plan: double-trigger acceleration; performance awards deemed satisfied at target pro-rata or actual, whichever greater | Applies to plan participants; immediate vesting if acquirer fails to assume awards (non-performance) |
Employment Terms
| Term | Status for Cutrona | Notes |
|---|---|---|
| Change-in-control agreement | Not disclosed for Mr. Cutrona | CIC agreements disclosed for Tomson (2.99x) and for Cole, Cosgrove, Fariello, McKim (2.0x); Mr. Cutrona not listed among agreement holders |
| Severance multiples | Not disclosed for Mr. Cutrona | See CIC multiples above for executives with agreements |
| Non-compete / Non-solicit | Not disclosed | No employment contract terms for Mr. Cutrona in proxy |
| Equity acceleration on CIC | Plan-level double-trigger; applies to participants | 2025 Equity Incentive Plan mechanics as disclosed |
| Clawback / Tax gross-ups | Not disclosed for Mr. Cutrona | No clawback/tax gross-up specifics disclosed for him |
| Stock ownership guidelines | Not disclosed for executives | No guideline multiple or compliance status disclosed |
Investment Implications
- Limited transparency: Because Mr. Cutrona is not an NEO, there is no disclosure of his salary, bonus targets, or equity grants, constraining direct pay-for-performance analysis and precise ownership alignment assessment .
- Discretionary incentives: Chemung’s non-formulaic incentive framework emphasizes committee discretion tied to divisional performance and individual contributions, potentially aligning incentives with execution but reducing predictability of payouts and external benchmarking clarity .
- Pledging/hedging risk mitigated: Board policy prohibits hedging and pledging for directors and executive officers, lowering misalignment and margin-call risk signals often associated with pledged shares .
- Change-in-control exposure appears modest: CIC agreements are disclosed for certain executives and the CEO, but not for Mr. Cutrona; absent a disclosed agreement, his personal CIC cash severance exposure is likely lower, though equity acceleration can occur under plan-level double-trigger mechanics if he holds awards .